The Return of the Phantom Empire
by iheartgod175
Summary: The remnants of a horrific enemy known as the Phantom Empire have resurfaced, and they are bent on putting the galaxy under its nightmarish regime once again. The Galaxy Goof-Ups are called onto the case, but when their bumbling puts their captain in the hands of the enemy, the consequences that come with their failure could end up driving them apart.
1. Part I: The Menace of Old

**A/N:  
**Before I start, I want to thank my Lord and Savior, Jesus Christ, for giving me the idea for this story. Without His influence, I know that this would have never been done. I thank You for blessing the works of my hands, so that whatever I put my hands to, I am blessed. I give you the thanks and honor right now, in Your Holy name, Amen!

Hey everyone! Here is the first part of my "Hanna-Barbera Head Dumps" that I promised a while back. I've already updated my profile so you can see it under the list of current projects. This was originally going to be four chapters long, but it turned into six when I saw that I'd have to jam-pack everything into four chapters.

This kind of came about after watching the _Galaxy Goof-Ups _on YouTube, since I couldn't find episodes of _Yogi's Treasure Hunt_ anymore. Many who watched it said it was crap and one of the worst cartoons Hanna-Barbera ever made, and I've heard there were many during that time. But being a person who always looks for the positive in something, I checked it out for myself and ended up liking the series for its oddball style (even though I will admit the animation wasn't spectacular at all).

I wanted to do a story about Snerdly and the Goof-Ups' wacky adventures before, but soon a darker story along the lines of "What would happen if the Galaxy Goof-Ups screwed up big time and there were major consequences?" popped into my head. The result: the story you see before you now, which ended up being so much longer I had to do the same move I did for _Redemption_ and break it up into many chapters. This is also my first attempt at writing a sci-fi story with a blend of fantasy elements and some humor, and there will also be tragedy. You'll see that some things have been inspired by _Star Wars,_ what with the Empire and Rebellion theme (a reason why I love the original trilogy) and _The Clone Wars_-esque space battles. I'm trying my darndest to not steal the Imperial-class Star Destroyers and put them in my story. :)

I'll probably be updating this story every few weeks. After that, I'll be getting back to work on _Fiery Heart, Broken Soul, Redemption: The Story of the Last R.O.B., _and _Sodor Magic Crusaders, _since I kind of have my inspiration back for that story and I want to really finish chapter 13.

Well, enough of my rambling. Here's the story!

* * *

**Prologue**

**Galactic Federation D-class Warship _Vitalization_  
**

**Sector Alpha  
**

In the deepest, darkest parts of space, the D-class Warship cruised by, the engines giving off a low hum. The name of the ship, the _Vitalization_, was etched across its prow in blocky black letters. The tuning fork like prongs of the ship were aglow with white and blue lights as its fighters, having come back from their daily patrol docked safely inside its hangar bays.

The captain of the ship, Captain T.C., sat in the bridge, watching as his crew members were bustling about making sure the ship was running smoothly. The expanse of space was a welcome sight compared to the confinement of his hospital bed months ago, when he'd had a serious accident. He'd practically made an Olympic track record that day with how fast he'd run out of the hospital.

"Here you are, T.C. Two shots o' cream, as you like it."

Top Cat turned his chair around to face Fancy-Fancy, his intelligence officer and second in command, as he brought a tray of coffee and donuts.

"Thank you, Fancy," Top Cat said, quenching his thirst with the sweet caffeinated beverage. "Ah…on days like this, I could use a pick-me up."

"Things seem to be running kind of slowly around here, T.C. We haven't had any trouble on our sector for months."

"I'd say close to a year, since I was in the hospital," Top Cat replied, reaching for his donut. "In a few weeks, it'll be shore leave. Got any special plans?"

"Hmm, not really. Other than hitting up dames at-"

Fancy-Fancy was promptly cut off when alarms blared all throughout the ship, bathing the bridge in red light. Similar alarms rang out everywhere else on the ship, signaling that this was no normal turbulence. He could hear the airlocks on the starboard side of the ship sealing shut, and knew immediately that this was an invasion.

Top Cat jumped up so fast, he almost spilled his coffee. "Benny! What's going on down there?!" he yelled.

The blue furred cat known as Benny the Ball looked up from his control pad below. "We've got a whole fleet of unknown ships entering our sector! A lot of them!" he reported.

"And from the looks of it," Choo-Choo said, "they don't look friendly…"

There was a loud boom as five large warships, each rivaling the _Vitalization _in size, emerged from the other side of space. The ships were black and purple in coloration, and the six prongs in front of them were in the shape of scythes. Dozens of screams tore through the air as the command ship unleashed several volleys of missiles. Blue and white tails of fire streaked towards the bridge of the _Vitalization_.

"Raise the shields, and then fire our homing missiles at those ships!" Top Cat ordered.

"On it, sir! All hands on deck!" Fancy-Fancy yelled. Those who were still slacking around raced towards their posts.

"Shields raised!" Benny called, and not a moment too soon. The windows were filled with blue and white light, and explosion after explosion rocked the _Vitalization_ like a battering ram. Top Cat and the rest of the crew had to hold onto something in order to keep themselves from tumbling down the deck. The ship shuddered as the rest of the enemy missiles hit the rear and the sides.

"Firing missiles!" Spook pressed several buttons on the control pad, and four large missiles launched from the underside of the ship. They homed in on the bridge of the command ship, and an explosion of yellow and orange fire occurred moments later. The ship soon started to sink into the vast ocean of space, but the other ships in the flee moved forwards, and volleys of laser fire came from their forward mounted cannons. The blasts struck the ship head on, and smoke filled everyone's vision as the command tower was hit.

"Brain, damage report!" Top Cat said, pointing to the lower deck driver.

The small, dopey feline studied the ship's hologram on the monitor for a moment, which was blinking red.

"Brain, we don't have time to dawdle! This could mean life or death here!" Fancy-Fancy yelled.

"Uh, it's not looking too good," Brain said finally. "We got hit pretty bad. I think it's saying, uh, that those missiles hit the secondary weapons."

Top Cat felt his blood turn to ice. "I think we're in trouble."

"Should we, like, retreat?" Spook asked.

"Yeah. Yeah, that would be a good idea right about now," Top Cat said. "Everybody, prepare to head to lightspeed!"

Everyone jumped into their seats, setting coordinates for home base. After receiving confirmation from Fancy-Fancy that the coordinates were set, Top Cat pulled the lever downwards, and waited for the ship's Hyperdrive systems to kick in.

There was a loud hum as the engines started…and then there was a moment of feedback, which sounded like pounds of gravel rolling in a can. The engines sputtered and fought to come back to life, but died away with a pitiful scratch.

"Hey, what the heck's going on here?" Spook asked.

"Uh, I forgot to mention that they also hit the Hyperdrive systems," Brain said.

"You mean to tell me we can't go to lightspeed?!" Top Cat yelled.

"Uh, yeah."

"We're in trouble," Top Cat muttered.

Choo-Choo reported, "T.C., the lead ship is attacking us from the side!"

Top Cat then noticed that the lead ship that had opened fire on them was no longer in front of them, and cursed his panicking. He should have seen that-

There was a loud crash, and then an explosion as the missiles blew a hole clean through its side. Crewmembers screamed in terror as they were pulled into space, and gunfire quickly filled the crew's ears.

"I think they're, like, attempting to storm the bridge!" Spook said.

"Men, get your weapons ready. I don't know who these people are, but they aren't going to take over my ship!" he ordered. With that, everyone pulled out their pistols, loading them with stun bullets, and prepared to fire.

Small, sharp footsteps resounded through the ship, and the next thing everyone knew, the doors were blown right off, sending large pieces of steel crashing into the lower deck. Brain and Choo-Choo ducked to avoid getting crushed.

When the noise had died down, a raspy voice said, "Well, now. This is new. I had expected to find the original captain who'd sealed me away."

Top Cat and his gang looked up at the intruder, and their faces were filled with disbelief. Standing before them was a human who was so old, "ancient" might as well be a compliment. He was only a foot and a half taller than Top Cat, and his beard, long and smoother than silk, reached down to his feet. His hair was just as long, if not longer. He wore black, green and purple robes, and he had a staff that was taller than he was; the rod appeared to be made out of bones, and a brilliant purple amethyst crystal sat in the center.

Milky white eyes stared into black ones. The ancient one's features curled into something that was not a smile.

"Then again," he said, "he wouldn't have lived longer than me, of course."

"Who are you, old man, and what are you doing on my ship?" Top Cat ordered, taking charge.

The man stared down at Top Cat, his expression flat and unchanging. "Ah, yes, of course. I should introduce myself," he said. "I am Donkirk, known as the Master of Manipulation. I was sealed away a long time ago, forced to watch as my empire was destroyed piece by piece by the Galactic Federation." His eyes sharpened, and Top Cat could feel the evil resonating from them. "And now…it is time I have my revenge."

"H-Hey, look oldie, you're probably just a little loopy," Top Cat said, feeling very uncomfortable around this man. "Why don't you just take your fleet and get-"

His sentence was cut off abruptly when Donkirk, at a speed nobody at his age should be able to go at, grabbed him by the throat and held him in the air by his neck. Donkirk's eyes shifted lazily to each member of Top Cat's crew as they cocked their guns, aiming at the old man.

"I wouldn't kill him if I were you," Fancy-Fancy said.

"I am sorry to inform you of this," Donkirk said, his grip tightening on his staff, "but in my path for revenge…deaths are necessary."

There was a loud clack as the butt of Donkirk's staff hit the floor. The room went a light with purple lightning, filling the bridge with the smells of ozone and singeing fur. The roar of the attack drowned out Top Cat's and the gang's screams as they were electrocuted, as well as Donkirk's laughter as he watched them suffer.

The attack was over in a matter of seconds, and the room returned to normal. Spook, Brain, Benny, Choo-Choo, Fancy-Fancy and Top Cat all hit the floor with a thud, smoke rising off of their fur. Donkirk stared at their limp forms and then turned towards the command deck. He threw Top Cat's coffee and donuts off of the deck, sending the contents crashing on top of the unconscious captain. The old man's smile was wicked as he flipped open the cover of a large red button, and pressed it.

"Let's see if they will come to their aid, as they always say they do," he said.

The button he pressed did three things, all in rapid succession.

First, it alerted all personnel that the ship was under attack. Not that they would hear it anyway, as the other personnel had been killed.

Second, it activated all security systems in order to keep the items stored away under lockdown.

Third, and most importantly, it sent out a distress signal to the Galactic Federation's headquarters. The second they got it, they quickly notified a certain group of authorities to take care of the problem.

One such group was Captain Snerdly and the Galaxy Goof-Ups.

* * *

(There is no room for failure.)

Iheartgod175 presents:

**Galaxy Goof-Ups: The Return of the Phantom Empire  
**

**Tags: **Sci-fi/Tragedy/Dark/Adventure/Humor

**Rating: T** (for dark themes, tragedy, violence and psychological torture)

Summary: The galaxy as a whole is under attack when a menace sealed away ten years ago is awakened and has started to take over systems. This menace is Donkirk, a powerful wizard who was the ruler of the former Phantom Empire, and he seeks his revenge on the Galactic Federation for destroying his empire. The Galaxy Goof Ups are called onto the case, but when their bumbling puts Snerdly into the hands of the enemy, the team could be facing serious consequences as a result of their constant failure. Galaxy Goof-Ups fanfic, and obviously much darker than the original show. Part 1 of my Hanna-Barbera Head Dumps.

**Disclaimer: **I own nothing of the H-B characters used in this story...just my original characters that came from my Iron Chef fanfictions.

* * *

**THE RETURN OF THE PHANTOM EMPIRE  
**

**PART 1: The Menace of Old**

**Galactic Federation Registered Planet: Trion  
**

**Ditzy Doo's Disco Mania**

_"__I'm like a hot air balloon that could go to space…"_

"Huck, I am never going to be able to listen to that song the same way again."

"What's that supposed to mean, Cap'n Snerdly?" Huck asked, indignant.

The commander of the Galaxy Goof-Ups, Snerdly, watched as three members of the team-Yogi Bear, Huckleberry Hound and Scare Bear-were busy cleaning up their disco club. It was pretty much the only thing they could do consistently and _competently_. Snerdly could only pray they could carry that same dedication over to their jobs.

"Never mind. I've just got nothing better to do right now, other than to wait for trouble to happen," Snerdly replied, toying with his coffee mug. Right now, anything would be better than having to listen to Huck butcher more songs.

"No need to worry about that, Cap. There haven't been any reports of trouble for weeks," Yogi pitched in cheerfully. "You know what that means, gents!"

"Disco party all week!" everyone said, high-fiving each other.

Snerdly felt his hopes for any excitement go lower than the bottom of the sea. "Oh, joy," he groaned, his head hitting the desk.

He was almost relieved when he heard the alarms go off.

The Galaxy Goof-Ups did just what all normal, highly trained patrolmen are supposed to do when there was an emergency: freak out and run around in circles, dropping everything they were doing and generally messing everything up. When they finally met in the middle, they crashed into each other, spilling cleaning materials all over themselves.

Snerdly was about to scold them again when he heard fast footsteps approaching. The looks on the other Goof-Ups' faces told them that they knew who was coming as well.

"QUACK-UP ALERT!" everyone yelled, and pulled on helmets just as the fourth member of the team, a hyperactive, crazy duck named Quack-Up, skidded into view, kicking up a massive cloud of dust behind him. When the dust cleared, Quack-Up was right in front of Snerdly, bombarding him with random chatter.

"Yes, sir, Snerdly, sir! Reporting for duty, sir! Ready to make myself useful, sir!" he babbled.

"You can make yourself useful by BEING QUIET!" Snerdly yelled, having enough of the incompetence from this group. Upon seeing how hurt the duck looked, he paused and calmed himself down. "N-N-Now team, I believe it's time for you to head off to base, and see what the trouble is this time."

Huck looked around at the now dirtied disco club and sighed. "I reckon we'll have to clean this up after we're done," he said.

Snerdly facepalmed. "You can worry about that later, you nitwit. Now GET GOING!" he said.

"YES, SIR!" With that, everyone took off running for the base…and ran right over Snerdly, leaving him in the middle of the club in a mangled mess.

He groaned to himself, tapping his fingers on the floor. "Mom was right about me just joining the Space Corps."

* * *

**Space Patrol Base of Operations**

**Several moments later**

"So, what do we have here, fellers?" Huck asked when he finally got to the base. Yogi, Scare Bear and Quack-Up were already at the computer, tracking down distress signals.

"It looks like an enemy army attacked an important warship in the Galactic Federation," Yogi replied. "It's the _Vitalization, _from the looks of it."

Scare Bear took a look at the ship closely. "Yeah, that's definitely it," he said. He then jumped out of his chair, screaming in fright. "W-Who would attack a well-known warship?!"

"It looks like that ship right over there," Huck pointed out, pointing out the large black and purple ship that had docked with the _Vitalization_ and practically dwarfed the ship in size. "I can barely make out the name…"

"Were there any casualties?"

"Working on it now, Yogi! Will have it out soon!" Quack-Up said, hitting buttons with all the proficiency of a monkey on a typewriter.

Yogi sighed. "This could take a while," he groaned.

"Actually, it didn't really take that long, Yogi," Huck said. "Look at what Quack-Up's pulling up on the computer."

Yogi and Scare Bear walked over to the computer, watching as pictures of a massive space battle filled the screen. Five large ships surrounded a smaller, silver ship, fire rising from the left of the side. Streams of cannon fire ripped through the air and struck the ship, setting most of it ablaze. Holes the size of the Moon were visible on the sides and the prow of the ship, and Yogi could have sworn he'd seen some people floating in the midst of space. He swallowed back bile in his throat. He didn't want to think of the worst.

"There are some more images I've found," Quack-Up replied, typing some more on the keypad.

"I reckon you oughta move on from that picture right there," Huck said, stating what everyone else felt.

More images relayed on the screen: the undamaged ship moments before the attack, then terrified crewmembers being chased by a battalion of soldiers, and then an old man standing at the bridge of the ship, talking with Top Cat. The next picture made Yogi and the rest of the Galaxy Goof-Ups stare in utter horror. The old man had moved to the control deck, and Top Cat and the rest of his crew were on the floor, their forms limp and their fur singed as if they'd been electrocuted. The old man's smile was inhuman as he pressed the ship's emergency contact button, as though he were anticipating the Galactic Federation's response.

"Do...d-d-do you think they're..." Scare Bear gulped. He couldn't bring himself to finish the sentence.

"No." Yogi's answer was practically growled. "If I know Top Cat, he'll be back on his feet in no time and clawing that man to pieces."

"I sure hope he and the rest of the crew are alright," Huck added. "I don't like the looks of this old man..."

The images on the computer disappeared to reveal Captain Snerdly, who looked disheveled and very annoyed. His gaze was patronizing as he glared at the Galaxy Goof-Ups.

_"Gentlemen,"_ he stated, his voice layered with forced calm, _"I hope you've finished gathering your information."_

"We were just about to contact you, Captain Snerdly," Huck answered, "and we've found something really disturbing."

The look of annoyance on Snerdly's face disappeared in an instant, replaced with concern. _"What do you mean, disturbing?"_

"Well, we tracked down the distress signal, and it turns out the _Vitalization _was captured. We can't tell who the enemy is, but whoever it is somebody who has a lot of money," Yogi reported, "because their ships are massive. They made the _Vitalization _look like a toy boat!"

_"Were there any casualties?"_

"Not from what we can tell," Scare Bear said, "t-though...Captain Top Cat and his crew were unconscious on the deck. They were possibly...e-e-electrocuted by the leader of the attack."

Snerdly's face melted into utter horror. _"Electrocuted?! By who?! Who could have done this?!"_ he demanded, the forced calm gone from his voice.

"It was this old feller in the picture," Huck said, and Quack-Up sent over the picture of the old man in the ship's bridge. Snerdly looked at the picture, and the color drained from his face. He sank into his chair, his eyes wider than dinner plates.

"Ca-Captain?" Scare Bear asked, worry in his voice. Everyone stared at their captain with equally worried expressions.

Snerdly couldn't answer. The screen's glow bathed his face, gone ghastly pale, as he stared at the picture. His tongue worked around his mouth nervously, and bullets of sweat poured down his face.

"C-Captain?" Scare Bear asked again.

In a split second, the utter terror on Snerdly's face was replaced with steely determination. _"Yogi, get to the rocketship and wait for me there. And whatever you do, do not leave without me. I'm contacting General Bullhorn right now to explain the situation, and to get a fleet. We'll need all the help we can get._"

Yogi blanched. "But sir, don't you think a fleet's a bit-"

_"This situation is serious, Yogi! I'm not going to let this enemy get away from me again!"_ Snerdly's tone was indignant. _"And this time, you had better not screw up this mission or else the whole galaxy is at stake!"_

Before Yogi or the other Goof-Ups had a chance to interject, Snerdly broke the connection, leaving them in the room by themselves.

"Well, then, let's get going!" Yogi ordered. "We don't have a moment to lose!"

With that, the group took off running for the landing platform.

* * *

Snerdly's fingers flew across the keys as he hurriedly typed out the message to his superior. His face was beaded with sweat, and his brow was narrowed in concentration. He really hoped that General Bullhorn was still there. If what Quack-Up had found really was true, and what he had seen wasn't a trick of the eye, he couldn't afford to not have the General's okay on this.

He hit the send button, and buried his face in his hands, horrible memories coming to mind. He had thought he was going to die when he saw that man on the deck...when he saw those massive warships overwhelming the _Vitalization. _That ancient human being who had the gall to send a distress signal to his enemy after attacking and boarding the very ship that had ended his reign of terror was responsible for the deaths of millions. He was responsible for the war that had split apart the galaxy.

He was responsible for robbing Snerdly of the people he loved.

The Galactic Federation had defeated him ten years ago, way before Yogi, Huck, Scare Bear and Quack-Up had joined. They had sealed him and his followers away in another dimension, destroying what remained of his cruel regime and freeing people from the horrific traps he'd designed. It had been a war that had cost the government money and many more their lives.

Against all odds, after so much sacrifice and suffering and barely escaping death by inches, he was back.

Heaven help them all, he was _back..._

_"SNERDLY!"_ The enraged shout from his superior almost made the captain fly out of his chair. _"What is going on that requires you needing a fleet?!"_

Snerdly faced his superior, who was redder than a strawberry and looked ready to beat him to a pulp. They didn't call him "Bullhorn" for nothing. Snerdly cleared his throat, and decided to explain the situation in as few words as possible.

"S-Sir..._he_ has returned," Snerdly said.

Bullhorn's face went from outrage to utter confusion. Then, dawning comprehension and shock crossed his face. _"No...you can't be serious! We sealed him and his empire away years ago!"_ he said.

"It seems he's found a way to escape. If we don't stop him now, there's a good chance more people will die at his hands," Snerdly replied, his hands balled into fists.

General Bullhorn sighed. _"Well, I can't exactly hand over the number of ships needed for a fleet. I'll send you a section of our navy, with the best L-class war cruisers available,"_ he said. _"I may consider lending you the Liberator II for this case."_

Snerdly gaped. "Are you serious?!"

_"If the Phantom Empire really has returned as you have discovered,"_ Bullhorn answered, _"then you'll need best weapons you can get your hands on. Don't destroy this ship like last time, alright?"_

"Sir yes sir!" Snerdly answered, and signed off of the communication. He jumped out of his chair and went to find Yogi and the rest of the Galaxy Goof-Ups, determination driving his actions.

It was time to put this menace down for good.

* * *

**Galactic Federation Space Cruiser _Buccaneer_**

**Control Bridge  
**

"What's taking the captain so long?" Quack-Up asked, twirling around in the pilot's seat. "I want to get going so we can see what happened to the _Vitalization_!"

"He asked us to wait for him, remember?" Huck replied. He and Yogi were busy playing a game of Go Fish. "You got any threes?"

"Nope. Go fish," Yogi answered.

Scare Bear, who was seated on the left side of the ship, looked out the window and saw Snerdly coming towards the ship. "Hey! Here comes the captain now!" he said.

"Oh boy, now we can start the mission for real!" Quack-Up said, jumping out of his chair. In his excitement, his hand hit the ignition on the control pad, and the ship started to liftoff. Everyone onboard glared at Quack-Up, who gave them a sheepish look.

"Whoops," he said.

"QUACK-UP!" Snerdly's scream was somehow audible over the roar of the engines blaring to life. "I TOLD YOU NOT TO TAKE OFF WITHOUT ME!"

"Oh, yes sir, right away, sir!" Quack Up leaped to the controls, and jerked the steering wheel to the left. "Preparing to land now, sir!"

The rocketship teetered to the left, and rapidly started to spin out of control, heading directly for the base. Everyone except Quack-Up reacted accordingly.

"More like p-p-preparing to CRASH!" Scare Bear screamed, holding onto Yogi in fear.

"I can't see a thing if you're covering my face, Scare Bear!" Yogi yelled.

Huck put a hand to his head, his face going green. "I'm feelin' dizzy..." he groaned.

Outside on the landing platform, Snerdly watched as the rocket careened towards mission control. His eyes widened in horror. "NO! DON'T LAND ON THE BASE, YOU IDI-"

_CRASH!_

A massive explosion rocked the area then, sending chunks of the building flying in all directions and smoke billowing into the air. He ran over to the damaged rocket ship, his face redder than a beet with anger. The side door to the ship opened, revealing Huck, Yogi, Scare-Bear and a disheveled Quack-Up. Huck leaped down and landed on his face, but he didn't seem to mind. He began kissing the ground, relief flooding his bones.

"Oh, thank heavens we're back on the ground!" he cried. Everyone else got down on the ground as well in order to address the Captain properly.

"Uh, sorry, sir," Quack-Up apologized, a lopsided grin on his face. "The landing was less than perfect, sir!"

"Less than PERFECT?!" Snerdly yelled, but that was when an even louder and angrier shout came from inside the base.

_"SNERDLY!"_ The unmistakable voice of General Bullhorn bellowed from the base's speakers. The general appeared on the holoscreen, his face redder than when Snerdly had seen him last. _"WHAT ARE YOU DOING?!"_

The anger that Snerdly had been about unleash on the Goof-Ups disappeared in a matter of milliseconds. "S-Sir, I can explain-"

_"There's nothing to explain! You're goofing up on the job, aren't you?!"_ Bullhorn interrupted._ "The next time I see you, Snerdly, you're going to regret being placed in my regiment!"_

"He already does," Huck added, completely ignoring Snerdly's severe glare.

_"Oh, so you do, eh?!"_ Bullhorn went even redder, if that was even possible.

"Yeah, he kind of grumbles it under his breath when he thinks we're not listening," Huck continued, not noticing Snerdly gesturing at him to shut up.

_"Is this true, Snerdly?"_ Bullhorn demanded.

Snerdly paused in giving Huck a death glare and turned towards his superior, bullets of sweat running down his face. "Sir, you don't understand, I-I enjoy working in this regiment, it's just...well..."

_"IT'S JUST WHAT?!"_

"I-I-It's just that I-I can never seem to get my job done thanks to these _idiots_ I'm in charge of!" Snerdly said, pointing at the Goof-Ups.

_"HA! Idiots? These brave men get their jobs done, unlike you, Snerdly!"_ Bullhorn said. _"I want all of you to take on the enemy. I'm counting on you all to do your best. This is a mission we absolutely cannot fail. There will be disastrous consequences if you do. Have I made myself clear?"_

"Yes, sir, we understand, sir!" Quack Up said, saluting.

Snerdly sighed, spent from having that argument with his boss. "Yes, sir," he groaned. He was relieved when the transmission went off. Now, it was time for him to regain his composure, lead this mission and get things back in order.

After a moment of silence, Scare Bear asked, "So...what do we do now?"

Whatever composure Snerdly had gained was lost in an instant. "FIX THE SHIP!" he yelled.

"YES SIR!" everyone yelled, and ran towards the rocket to get to work. Snerdly facepalmed, groaning in annoyance.

"Why is it always me?" he muttered.

* * *

**Galactic Federation D-class Warship _Vitalization_**

Donkirk stood at the bridge of the _Vitalization, _his milky white eyes filled with approval as he watched his soldiers at the upper and lower decks running the ship. The D-class Warship was larger than the first time he'd seen it, back when it was known as the _Challenger_ to his army. It had been a small, insignificant ship, with only a third of the weapons his warship, the _Devastation_, carried, and didn't have nearly as many fighters. However, it had managed to overwhelm his task forces with brilliant strategies, and when Donkirk had faced off against it for the final time, it had come with a massive weapon that was used to transport items into dimensional space, called the D-Drive. The little ship had managed to overpower him and send him and his army into dimensional space for over ten years.

Well, now here he was, in control of the ship that had defeated him ten years ago. A cruel smile graced his lips. The _Vitalization_ would make an excellent addition to his trophy collection.

The doors hissed open and a playful giggle reached his ears. "Hey, Boss," he said. "How's life for you?"

Donkirk turned to greet his subordinate. Standing on the deck was a man who was younger than him by about twenty years, but the way he carried himself made him look much younger than he really was. His hair was a charcoal grey, and slicked back with hair grease. He wore a black leather jacket over a dark blue shirt, with leather pants and boots that had spikes on the sides that looked like icicles. His dark blue eyes were alight with mania.

"Rokusaburo," Donkirk started, "have you been messing with the prisoners again?" He had to keep tabs on Rokusaburo often. The man was practically a child in an old man's body. A murderous, psychotic, pitiless child, that is, who loved to toy with his prisoners.

"Oh, not really~!" Rokusaburo's tone was playful, but also full of psychotic glee. "I _may_ have just threatened the captain of the ship to put him in his place. He said he'd claw me to pieces if I laid so much as a finger on a member of his precious gang. The way he acts around them, you'd swear he was their dad."

"I had a feeling none of them would die. I guess that saying about cats is true," Donkirk muttered. "You were right to put him in his place. He and his gang are now under my terms, and they will do good to remember that." His eyes slowly scanned for the other member of his group. "Where is Yutaka?"

"Right here." The droll reply came from behind Rokusaburo. A taller, middle aged man stepped into view. His beard and hair were the color of salt and pepper, and his clothes weren't as biker punk as Rokusaburo's. He wore an emerald green jacket over a black shirt and jeans, and a chain of jagged green lightning bolts dangled from his belt. His green eyes showed obvious distaste as he looked at his companion. "I think that's the last time I let you near a prisoner's cell again, Roku."

Rokusaburo pouted. "Aw, you're no fun~"

"If you are done pouting," Donkirk said stiffly, "I believe we have business to attend to. Remember the task force that the Galactic Federation promised to send?"

"Yes," Yutaka answered. "I've heard that General Bullhorn is sending the son of the High Admiral of the _Liberator _to handle the problem. And it is actually a section, not a task force."

"Go, Yutaka-san!" Rokusaburo cheered. Yutaka merely rolled his eyes.

"Ah, yes. I remember High Admiral Kirk Snerdly," Donkirk said. "He was the one who managed to defeat me in battle once, during the middle of the war. I quite admired him, actually. It was a shame you had to kill him, Rokusaburo."

"Hey, he didn't accept my offer, so he had to go!" Rokusaburo shrugged.

Yutaka rolled his eyes once more. "Honestly, murder is nothing more than a game to you, isn't it?" he asked.

Rokusaburo's grin was deranged. "It's a game I'm quite good at, if I do say so myself," he said.

"When did they say the force was coming?" Donkirk asked.

"They should be here in less than an hour, sir," Yutaka explained.

"Excellent." Donkirk's mouth curled into a deranged smile of his own. "We shall be waiting for them."

* * *

**Galactic Federation Space Patrol Cruiser _Buccaneer_**

"Thankfully, Quack-Up's not behind the wheel, so we should be arriving at the appropiate destination very soon, sir," Snerdly said, talking to Bullhorn on the ship's holoscreen. The Galaxy Goof-Ups had gotten their ship fixed (after an hour of trial and error, that is), and they were now heading for the large blockade where the _Vitalization _was currently.

General Bullhorn looked much calmer than earlier, which was good for Yogi and the others. _"The moment you and the rest of the section get there, I want you all to follow the plan.__ The lives of military personnel are at stake here. Do any of you remember the plan?"_

Huck nodded. "We're supposed to break up most of the Phantom Empire's fleet with the starfighters and the warships we have, and then the four of us are to infiltrate the _Vitalization _and rescue Top Cat and his gang if they're still alive. Oh, and if necessary, destroy the _Vitalization_ if this Donkirk feller refuses to surrender," he said.

Snerdly sighed. Well, at least one member of the team wasn't a complete idiot. "Excellent, Officer Huck. I figured you would, at least, remember the plan," he said.

"Thank you kindly, sir," Huck drawled.

_"Good luck, everyone. Secure this victory for the Federation!" _And then the screen went off.

Snerdly let out a long tired sigh as he continued to pilot the ship. His muscles were tense with anticipation and dread.

"Hey, uh, is something up, Captain Snerdly, sir?" Yogi asked.

"I'm just worried about what'll happen out there. Now that I know Donkirk's leading the attack..."

"Don't worry,sir!" Quack-Up called. "We'll have the old man in custody in no time!"

"'sides, all we got to do is stick to the plan," Huck said.

"That's what I'm worried about," Snerdly replied.

"You never worry, sir," Scare Bear said. "I'd like to not worry for once..."

"All I care about is getting rid of that menace and getting back to my normal life," Snerdly said, his grip tightening on the steering wheel. "I can't wait to get my revenge on that son of a-" He paused, remembering that Huck was in the group. "Son of a female dog."

"Hey, you sound like you've got a personal grudge or something against this Donkirk feller," Huck said.

"It is indeed...personal," Snerdly answered, his tone low.

"What? Did these guys kill your parents or something?" Yogi joked.

The whole deck went silent as Snerdly turned and looked at Yogi. The smirk on Yogi's face disappeared in an instant, and Huck turned to glare at him.

"That wasn't funny at all, Yogi," he chastised.

"Oh...oh my goodness," Scare Bear whispered, shaking in his chair. "Is that what really-"

"My father, actually," Snerdly said. He turned back to face the front. "It was during the middle of the war, when the Federation was just a rebellion movement fighting against the Empire. It was way before you joined, but I was there to witness it, since I was a teenager when the war started. I used to live with my dad on the _Liberator,_ where he was the High Admiral. He was a great military strategist, and was the only man to actually defeat Donkirk once during that period, something unheard of back then. Back then, everyone either lost their ships to Donkirk or lost their lives. And then one day...the _Liberator_ was attacked by Donkirk's fleet."

"The Battle of Sector Y. I remember learnin' about that in cadet school. I heard it got really ugly back then," Huck replied, wincing. "They tore that ship apart and killed the crewmembers. So...your dad was-"

"Killed on his own ship. Donkirk's psychotic subordinate, a guy named Roku or something, broke through the blockade and boarded the ship. My dad was not going to let Donkirk or one of his cronies take the ship as another war trophy. He ordered everyone off of the ship, including me, and told us to head to the _Redemption_, another warship that was in the fleet at the time. He decided to crash the ship into one of the Empire's warships in order to kill Roku with him. But Roku got to him first." Snerdly's left hand was trembling with rage. "I should know. I listened to him die."

"Oh...oh, gee, that's...t-that's awful," Yogi managed, feeling horrible about having made a joke about that earlier.

"And that's not even the worst part. The old jackal steered the ship around and rammed into one of our ships, the _Sojourner. _Many lives were lost that day," Snerdly said, "and I lost many people that I loved, too."

Scare Bear was horrified, Huck had tears running down his muzzle and Yogi blanched. "Oh, no..." he gasped.

"I became a member of the Galactic Federation when it finally became a government," Snerdly replied. "My mother urged me to go to the Space Corps, because back then it was safer. After my father died, she didn't want me to be caught up in another war. But I told her there was no way I was going to join the Space Corps. In the Space Corps, you don't get to work on high-profile cases like this. I wanted to be able to work on those, because then I have the ability to protect people, to save as many lives as possible. But mostly, I joined because I wanted to stop people like Donkirk from ever, ever rising to power again."

He glanced over at the rest of the team, who were all staring into the distance with blank expressions on their faces. They hadn't expected their own captain to have gone through so much pain and horror.

"So," Yogi said quietly, "that's why you were so horrified earlier."

Snerdly nodded. "I had seen firsthand what Donkirk had done to the galaxy. He utterly defaced everything, put people under slavery, had anyone who wasn't human killed, tricked people into working for him, trapping people in dimensions to be tormented for goodness knows how long, turned people into weapons...If he rises to power now, everyone in the galaxy is doomed."

Yogi was floored. "He killed anybody who wasn't-"

"We've reached our destination, sir!" Quack-Up reported, cutting Yogi off. "There are five large XX-class dreadnoughts surrounding the _Vitalization, _and they have hundreds of fighters on patrol!"

Yogi turned towards Snerdly, but the serious look on the captain's face told him that the conversation was over. "Alright, gentlemen. Begin Attack Formation Echo 3!" he said.

Huck and the rest of the Goof-Ups raced to their stations in order to do the roll call. Yogi reluctantly did the same, heading over to the middle deck.

"Deflector shields raised!" Quack-Up started.

"Warships in position!" Yogi said.

"Uh, cannons ready!" Scare Bear called.

"Shuttle prepared!" Huck said.

"All warships are in position, sir!" Quack-Up said.

Snerdly made his way over to the control bridge on the upper deck of the ship, his gaze hard and fire in his eyes. He glared at the warships in front of him and pointed at them dramatically.

"Begin attack!"

* * *

**_Vitalization_**

**Prison Bay  
**

"WHOA!" Rokusaburo stumbled backwards as the ship pitched and swayed with the volleys of cannon fire that slammed into it. The screams of missiles filled his ears as the _Vitalization _attacked back, as well as the other XX-class dreadnoughts. He grabbed hold of the prison bars, making sure that he didn't crash face first into the cell he was currently at. He knew his superior had given him direct orders to not go anywhere near the prisoners, but he just had too much fun messing with them.

So here he was, waiting to see if Top Cat really was going to claw his eyes right out of his skull like he said he would.

"Looks like you're going to be locked away for a while, oldie," Top Cat growled, his eyes locked onto Rokusaburo like a laser. "The second I get out of this prison, I'm going to make good on my promise."

"Oh, I do _love _a challenge," Rokusaburo said. "People like you are always the most fun to play with."

"People like you are the reason why I avoid old folks," Top Cat replied, his face twisted with disgust. "Now, if you really don't have anything to do, I'd suggest you go on your way, oldie, or else I really will claw your face off."

Rokusaburo's grin grew wider. "Oh, I'd like to see you try," he sneered, and then he turned and walked away. He could feel Top Cat glaring at his back, and he chuckled, just to make the cat angry.

The moment the door closed, Rokusaburo came face to face with Yutaka. "What did we tell you about messing with the prisoners, Roku?" he growled.

"I know, I know, but I couldn't help myself. I love riling them up to the point where they want to fight, because then I get to prove how empty their threats are," Rokusaburo said. He motioned to the door leading to the prison bay. "And I was having quite a lot of fun messing with Top Cat. He'll be the hardest nut to crack once the Boss gets a hold of him."

"Yes. Those are the people he has the most fun with," Yutaka replied. "But I didn't come down here to discuss the Boss' strategies. I came to get you away from them before they possibly do kill you. And the Boss wants us to be prepared. The Federation will possibly board the _Vitalization _in order to rescue the surviving crewmembers and capture us."

"If that is the case," Rokusaburo said, his grin all razors, "then we should probably dispose of the crewmembers before they get here."

"No. The Boss will let us know what to do if and when things get to that point," Yutaka replied. "Now come on. We have a battle to win here." He then turned and left.

Rokusaburo humphed as he followed Yutaka out of the prison bay. "Fine, fine."

**END OF PART 1**

* * *

**Well, how was that? I hope I didn't scar anybody with all the darkness in this chapter. It's just kind of the way my mind works.**

**I kind of like Captain Snerdly in the show, and I feel bad for the face that he has to to put up with utter failures of patrolmen in the show. And I had to show that someone knew who the Phantom Empire was, so I came up with the idea that Snerdly was around during the war, which lasted for three years, and that he lost a lot of people he knew during that period. Part 2 will be about the space battle, Donkirk's plans and the Goof-Ups goofing up big time and having to pay for what they did. In other words, crap hits the fan in Part 2. **

**The original characters Donkirk, Rokusaburo and Yutaka are all from my Iron Chef fanfictions that I wrote when I was in 10th grade. And before you say, "You don't own any of the Iron Chefs!", Rokusaburo and Yutaka were actually clones of the Iron Chefs created by Donkirk that acted nothing like them. As in, psychotic killers. I know, it sounds ridiculous, but I still use these characters because I see a wealth of potential in them. Rokusaburo (who is named after Iron Chef _Rokusaburo _Michiba) was the only clone I created, and I didn't make Donkirk until later, but I had so much fun writing them in my old stories I couldn't resist bringing them back. If you'd like to know more about my crazy Iron Chef stories, I can send them to you on my Google Drive.**

**Reviews are appreciated, but constructive criticism is even better. I want to really grow as a writer, so tell me what you think of the story and don't hesitate to tell me what needs to be done to improve it.**

**God Bless, **

**Iheartgod175**


	2. Part II: Falling For the Trap

**A/N: **Here is the second chapter of _The Return of the Phantom Empire._ As I said last author's note, crap hits the fan in this chapter. Let's go!

**Disclaimer: **I own nothing of the _Galaxy Goof-Ups _or _Top Cat._ I just own my original characters and weapons.

* * *

**THE RETURN OF THE PHANTOM EMPIRE**

**PART 2: Falling For the Trap**

**Command Bridge of the _Buccaneer_**

The battle was underway, with silver and blue WX-class Federation fighters racing towards their enemy, passing command bridges as they did so. Blue lasers clashed with green as their opponents, the black and red _Persuader-_class fighters, fired their antipersonnel laser cannons. Fire lit up the vast ocean of space, signaling that many of the shots hit their targets head on. The _Persuader-_class fighters formed into a triangular group of eighteen, and dove towards the _Buccaneer, _where the Galaxy Goof-Ups and Captain Snerdly were stationed. A hiss and click sounded as the fighters prepared to fire their missiles.

Snerdly watched the group come in, and pointed at Huck. "Fire our assault laser cannons!" he ordered.

"Right away, Captain Snerdly." After taking a look at the fighters on his own control panel, Huck pressed a myriad of buttons, activating the laser cannons on the ship's sides. A barrage of twelve laser bolts launched forwards, hitting eight of the fighters.

The ones that hadn't been hit, however, launched their missiles, which homed in on the middle of the ship. Everyone stumbled as the multitude of missiles hit. An alarm rang through the ship.

"Damage report!" Snerdly demanded.

"Communications have taken damage, sir! The other ships in the section have sustained medium damage, sir!" Quack-Up babbled.

"Great," Snerdly breathed. "That means we can't contact anybody else for back up."

"Sir, we've got an incoming report from General Bullhorn!" Scare Bear said. "The _Liberator II _will arrive shortly in order to provide backup while we rescue Captain Top Cat and the rest of the crew!"

Snerdly let a small, triumphant smile come on his face. "Now we're getting somewhere! Get the communications back online, and then order all ships to engage the rest of those XX-class dreadnoughts! I want our bombers out there at once, weakening the weapons on the _Vitalization."_

"That way, they won't destroy is while we attempt to dock inside, right?" Yogi asked.

"Precisely, Officer Yogi. Now, men, get to work! We've got a battle to win here!" he said.

"Yes sir!" The Galaxy Goof-Ups went right to work on their assigned tasks, and as Snerdly watched the bombers fly out of the other L-class war cruisers and head towards the _Vitalization_'s side missile launchers, the smile on his face grew ever so slightly.

_Perhaps we'll be able to win this battle after all..._

* * *

**_Vitalization_**

_"Fire the antipersonnel missiles!" _Rokusaburo yelled, pointing at the forward operations officer.

"Y-Yes, sir!" the officer replied, pressing several buttons on the console in front of him. The screams of missiles filled the air as ten of the antipersonnel missiles launched from the sides of the _Vitalization, _which were starting to chase the fighters. The bomber formation broke to avoid the missiles, but the WX-class fighters that flanked the formation shot down several of them. Most of the starfighters, however, were hit by the barrage. Explosions filled the bridge's windows, but about ten of the bombers flew out of the fire clouds and continued to head for the missile launchers and turrets. There was a low hum as they began to swoop lower.

"Brace yourselves!" Donkirk ordered.

The order came not a moment too soon, as the bombers dropped off massive bombs that sent powerful shockwaves through the hull of the ship. Many of the officers had taken Donkirk's order to heart, but others tumbled down the deck and to the ground. Loud explosions rang out through everyone's ears.

"Can't you raise the shields or something?!" Rokusaburo seemed anxious.

"We destroyed the shields the moment we arrived, remember?" Yutaka stated plainly. "We only have them about twenty percent charged. They wouldn't last long against this barrage."

"Crap," Rokusaburo breathed. "They really are serious."

"We did attack well known military personnel," Yutaka explained. "The Galactic Federation will do anything to get them back."

"And they'll also try to kill us," Rokusaburo said. "That alley cat must have called for backup!"

"No, he didn't," Donkirk answered. "_I _called for them to come."

The admission earned him looks of utter disbelief from both Rokusaburo and Yutaka. Surprisingly, it was Yutaka who answered. "What?! Why would you call them, knowing full well what they'd do to us?"

"I have an ulterior motive, Yutaka. I did not just do this for the sport of it," Donkirk replied.

Yutaka's eyes widened. "You mean...you're still going to-"

"Of course. Did you really think I was going to let the Galactic Federation have an easy victory? Never." Donkirk turned back towards the bridge, where the other L-class war cruisers were starting to move forward, fully engaging his blockade. Streams of laser fire lit up the sky, and the shuddering of the ship's hull told him that they were getting hit-hard. "Besides, this will be the perfect time to test my newest methods of acquiring power for my new empire."

"I always did admire your love of sadism, sir," Rokusaburo said, his tone gleeful.

"Do not waste my time with flattery, Rokusaburo," Donkirk snapped. "Now is neither the time nor place for such. We have to focus on what we called them here for."

"For their destruction, right?" Yutaka asked.

"That," Donkirk replied, "and for my new power source." His smile was sadistically gleeful. "The Federation's greatest mistake was sending me to the very place where I received my powers. And I will make sure that they remember the repercussions for a long time."

"So...what do we do now?" Rokusaburo asked.

"We set the trap," Donkirk said. "I have studied on much of the Federation's history after our reemergence into the galaxy. The Galaxy Goof-Ups' one weakness will be their undoing." With a flip of his robes, he walked towards the quarters. "I will handle all matters concerning them. You two standby to make your move."

Both Yutaka's and Rokusaburo's grins were psychotic. "Yes, sir."

* * *

"Sir, we've got communications back online!" Yogi reported.

Snerdly grinned triumphantly, a rare sight for the Goof-Ups. Just several moments earlier, the L-class war cruisers overpowered one of the XX-class dreadnoughts, destroying the bridge and sending the ship sinking into the ocean of space as a large fireball of exploding debris. And just as the war cruisers had advanced forwards, attacking the other three ships, the _Liberator II _had arrived. The extra number of guns and secondary weapons was much appreciated, as the _Liberator II_'s ion cannons were weakening the dreadnoughts' guns and leaving them wide open for attack. Now they could focus on this mission without any interference.

Snerdly had never felt so proud of himself. Here he was, commanding a battle and actually _winning,_ and the Galaxy Goof-Ups were actually doing their jobs rather competently! Perhaps luck was in his favor this time.

"Tell the commander of the _Liberator II_ to command the rest of the battle! Move our ship towards the docking bay on the right side! We've got to get in there before that psychopath decides to kill Top Cat and the surviving crew!" Snerdly ordered.

"But what do we do if there are soldiers in the docking bay?" Scare Bear asked.

"That's where we bring in the weapons. All of you _were_ trained to use GF-5 blaster pistols, right?" Snerdly asked.

"Yes, sir! I love the GF-5 blaster pistols! They never fail, never!" Quack-Up babbled. There was a pause, and then he looked at everyone in the group. "Uh, what is a GF-5 blaster pistol?"

Snerdly felt his triumphant feeling start to sink at that. Leave it to Quack-Up to ask something like that.

Thankfully, Huck replied with, "Uh, they're the standard issue weapons all officers are required to use as a last resort, or if we're goin' on rescue missions like this one."

"Thank you, Officer Huck," Snerdly said. "Now pay attention, all of you. Once we get past the first group of soldiers, the cell bay is on the left, next to the supplies. Kill any guards that are there, and get Top Cat and his crew out of there before Donkirk sends any more of his cronies to deal with you. I'll be with you to provide backup if needed."

"In other words, we've got to get in and out of there as fast as possible," Huck recalled, "right?"

"Yes. Does everybody else besides Huck get that?"

"Yes sir! We won't fail our job this time!" Yogi said.

Snerdly found himself crossing his fingers behind his back. _They had better not, _he thought to himself. "Alright, men! Head to the shuttle! We've got a crew to rescue!"

With that, Snerdly took control of the steering wheel and prepared to steer towards the docking bay. The rest of the Galaxy Goof-Ups made their way towards the landing bay, where the shuttle was.

"Hey, Huck, you noticed how serious Snerdly was earlier?" Yogi asked.

"I sure did, Yogi. I reckon he's hopin' for an encounter with that Roku feller so that he make him pay for killing his father," Huck answered.

"I doubt that. That's just way to dangerous for Snerdly to do! Besides we don't know what that Donkirk guy's planning!" Scare Bear replied.

"We'll just have to trust in the captain!" Quack-Up said. "He's never let us down before! Maybe he will be able to stop Donkirk after all!"

"And we'll have to do our jobs," Huck added. "I reckon we've let him down a lot of times."

"Well, we won't let him down this time!" Yogi said. "Come on, guys! To the shuttle!"

With that, the group took off running to the shuttle.

* * *

_**Vitalization **_**Prison Bay**

Top Cat's eyes snapped open when the doors leading to the cell bay opened and Donkirk walked in. His staff clacked on the ground as he walked down the line, his eyes sweeping the room as though he were inspecting it. The feline's muzzle curled downwards into a frown.

"What's he up to, T.C.?" Benny asked, looking nervous.

"I don't know, but given what he's done to us so far, it can't be good." Top Cat looked at the rest of his gang, who were busy playing with random pieces of junk on the floor or, in Spook's case, meditating. His eyes locked onto the various burns on their fur and another surge of anger coursed through him. He had woken up to the sound of Benny crying, and the first thing he'd seen was the large black burn that ran up his leg. When he saw the rest of the gang's injuries, he'd immediately demanded to know who burned them. A man who insisted that they call him "Roku" for short explained that Donkirk, who was his boss, had done it and had taken over the _Vitalization. _

T.C. had been very angry, to say the least, and threatened to kill the man. Roku's only response was that he needed to shut up, or else he would get to see just how dangerous he really was.

Top Cat doubted it. Roku was at least twenty years younger than Donkirk. There was no possible way he could be dangerous. Then again, the tone in his voice had creeped out the rest of the gang, and Top Cat was beginning to wonder if Roku was senile, or if he was a senior version of the Joker.

Donkirk was definitely number two. A calmer version, though, but still crazy nonetheless.

"Well, you all seem to be doing well," Donkirk said finally, his tone distant.

"And why would you care about how well we're doing?" Top Cat snapped. "You're the one who tried to electrocute us to death!"

"And if you think you're going to get away with this, you've got another thing coming, pal!" Choo-Choo yelled, shaking his fist.

That spurned the rest of the gang into action, and everyone started to systematically curse Donkirk and his cronies, using words they wouldn't be caught dead using to any other senior. For this one, however, he was a special exception, as he deserved every last one.

When everyone was done, Donkirk's lips curled into a smile and a dry chuckle escaped his lips. The sound sent gooseflesh rolling up Benny's spine.

"Like, what's so funny?" Spook demanded.

"You lot certainly have a colorful vocabulary," Donkirk said. "But my own surpasses yours in several languages."

"Like we care about that," Fancy-Fancy growled.

The bay shuddered as a large ship landed inside the docking bay above. Benny's face lit up with joy. "We're saved! We're bustin' outta here!" he cried.

"Now, what did I tell you, gentlemen? We had nothing to worry about," Top Cat said as everyone started to cheer. He then gave Donkirk a very rude smile. "Looks like your party's over, oldie. Now do the Galactic Federation a favor and let us out."

Donkirk stared down at the Alley Gang, his expression remaining exactly the same as before. Spook could have sworn, however, that a lightning bolt had snapped in his eyes. Spook's grin disappeared as Donkirk started to come closer to the cell gates. "Uh, T.C., I would, like, get away from the wall as fast as possible," he said.

Top Cat looked at Spook with a look that was half irritated, half confused. "What are you talking about, Spook?" he demanded. "It's not like he's going to do any-"

Adrenaline and instinct took over Spook then. With all the power of a professional athlete, he leaped over to his leader and tackled him into the other side of the cell just as a black and purple sphere of energy shot from Donkirk's staff and crashed into the spot where Top Cat had been a moment ago. There was a bright flash as the attack began to eat away at the wall, almost pulling Benny into the vacuum of space. The ship's emergency blocking system kicked in, providing a sheet of metal that covered the hole in the wall. Everyone stared at the wall in utter shock, including Top Cat.

"Wha...what the-" he started, only for the clacking of the butt of Donkirk's staff to interrupt the rest of his sentence. The room started to fill with the smell of melting metal, and everyone got away from the bars, which were starting to turn red with heat. In the matter of a few seconds, the metal went white and crumbled like dust into a pile of molten slag that started to create small fires all over the cell. Everyone huddled around Top Cat as Donkirk stepped into the now destroyed cell, a trail of purple magic at his feet and his staff blazing with energy.

His expression unchanging, he said, calmly, "You obviously do not know who you are dealing with."

"U-Uh, yeah, like, we've noticed," Spook stammered out.

"Uh, who are we dealing with?" Brain asked.

In the span of a split second, Calm Donkirk was gone. His expression went from disinterested to full outrage as he leveled his glowing staff in Brain's face. The dopey feline screamed in utter pain and horror as the energy pulsing from Donkirk's staff sent him to his knees. When Choo-Choo and Benny also fell to their knees in pain, Top Cat turned to glare at Donkirk, murder in his eyes.

"I warned you what would happen if you hurt them!" With a roar that matched that of a lion, Top Cat sprung towards Donkirk, claws out and expression feral. He tackled Donkirk to the ground and swiped his claws across his face and head. Stifling a cry of pain, he grabbed Top Cat by the muzzle and hurled him into the other side of the prison. That did nothing to stop Top Cat, as he landed on his feet and took off for Donkirk again. His teeth were bared in anger.

Donkirk wiped away the blood that was trickling down his face, and leveled the staff at his opponent. "You will regret that. Dearly," he said, and slammed his staff down on the ground again._  
_

A split second later, savage chains of black and purple energy burst through the prison floor, catching Top Cat in its throes just before he reached Donkirk. Top Cat struggled to reach the man, but the chains were constricting him and he stopped, instead grasping at the chains squeezing him. A series of strangled cries from behind told him that the others were also caught.

"Who are you dealing with, you ask?" Donkirk laughed derisively. "You are dealing with the most powerful dimensional wizard to ever exist! The reason I was so successful during my reign as the Phantom Emperor was because I had science _and _magic on my side. And while I am a scientist by profession, using magic sparingly, I find that calling upon some of my vast magical abilities is quite useful in putting arrogant, disgusting creatures like you in your place.

"You think you are so clever, don't you? Trying to fool a man who has lived for over a century, who has dealt with scum such as you? HA! I am not like most elderly. I have built up a wealth of knowledge and have kept my mind in perfect shape for the last 110 years." He sneered at Top Cat, who stared at him in shock. "Yes. I was pretending to be stupid, just so I could see how you would react. And you fell for it, hook, line and sinker. And they say dogs are stupid."

"Okay, you made a fool out of me, I get it," Top Cat snarled. "Now let me out of here!"

"Oh, I'm afraid you won't be going anywhere. I have a special place prepared for you all." His eyes had a sadistic glint in them. "I need this room for the Galaxy Goof-Ups, after all."

"If you lay a finger on them, a single _finger_, I'll know. And that'll be the greatest mistake you'll ever make!" Top Cat yelled.

Donkirk's eyes flashed with anger once more. The chains disappeared, releasing Top Cat and his gang from its grip. The sounds of deep breathing filled the room moments later as everyone tried to get their breaths.

"My greatest mistake? Oh, trust me, I've made many. It takes blows to one's pride to admit that," Donkirk said, his eyes starting to glow purple with power. The sudden contrast set the _Vitalization_ crew on edge. "But there is _one_ I do not intend to make again!"

The floor underneath Top Cat and his gang turned into quicksand, and they soon found themselves sinking into the floor. Everyone cried out in terror, except Top Cat, who glared at Donkirk.

"You won't get away with this!" he yelled.

Out of all the smiles he'd ever seen on a human face, Donkirk's was the cruelest imaginable. "On the contrary," he said calmly, "I already have."

"Hey, if this is, uh, about what I said, I'm sorry!" Brain cried.

"Trust me," Donkirk replied, "you will be." The smile disappeared, and his eyes flared with anger. "You _will_ be," he repeated with feeling.

The gang sank into the floor, their screams violently cut off as they disappeared. When the room went back to normal, nothing marked where the group had been at earlier.

Top Cat and his gang were gone. And Donkirk would make sure that none of them were coming back.

A small chuckle escaped his lips as Yutaka walked into the door. His eyes widened when he saw the melted prison bars, the blood on the floor and the scratches on his superior's face.

"Sir! What happened?! Did those cats attack you?!" he demanded, his tone filled with anger. "If they did-"

"Indeed, Top Cat did attack me. But he and his gang are of no concern now. They have just volunteered to be test experiments for my new power source," Donkirk replied. "Now, don't worry about me, and tell Rokusaburo the same. I have everything under control."

"I hope so. The Galaxy Goof-Ups are here now, and they're being led by Captain Snerdly," Yutaka answered.

"Excellent. Now, to set the trap for those fools," Donkirk said, swinging his staff around. A hollow chime sounded as a brilliant magical array sprung up under his feet.

"Would you like some assistance, sir?" Yutaka asked.

"For something of this magnitude, I would appreciate the help, Yutaka. Now come. We have a lot to do, and very little time to do it."

* * *

**Quarters **

"Those guards were easy to take out, weren't they?" Yogi muttered.

"You bet they were, Yogi," Huck replied. He, Yogi, Quack-Up and Scare Bear were following Snerdly's lead. So far, they had managed to get inside the quarters of the ship without too much trouble. Well, other than Quack-Up almost shooting Yogi in the head by accident.

"Keep it down," Snerdly snapped. "We're on a hijacked warship with guards crawling all over the place."

"Yes, sir! Quieting down, sir!" Quack-Up said, rather loudly.

"SHHHH!" everyone said.

"Sorry, sir," Quack-Up whispered, to which Snerdly facepalmed. His head was starting to go numb from doing so.

"Just follow me, and don't say a word," he answered. He started to move forwards, but that was when a strange sound reached his ears. It sounded like a combination of drums and violins set to a fast-paced rhythm. He turned in the direction of the cell bay and saw multicolored lights streaming into the hallway. "What the-"

"Hey! I didn't know that Top Cat had his own personal disco club!" Yogi said.

"He didn't have one the last time we came for that party," Huck noted, "though he somehow got Josie and the Pussycats to show up there..."

"Who cares! I wanna go and DANCE!" Quack-Up hollered.

"MEN!" Snerdly scolded. "We're in the middle of a _rescue mission,_ and this is no time to be-"

"Holy moly spicy guacamole!" Quack-Up's mouth dropped open the moment a tall, beautiful female duck with white feathers made her way towards the dance floor, shaking her hips seductively as she danced. She turned in the direction of the Goof-Ups with what Snerdly could only describe as a sultry look.

That was all the team needed to make up their minds. Snerdly found himself almost trampled to death by Huck, Scare Bear and Quack-Up as they ran into the disco club, ready to party the night away and hopefully walk out with some girls in tow.

Snerdly groaned. Out of all the times Top Cat chose to have a party on his ship, why did it have to be _now?_

Yogi pulled the beleaguered captain to his feet and led him into the disco club. "Come on, Captain Snerdly! You need to loosen up and have some fun!" he said.

"Yogi, we need to get to work finding Top Cat and the gang! They could be anywhere!" Snerdly protested.

"I'm sure they're fine. T.C. hosts all the parties after all. They could've been partying here the whole time! Now come on, my song's on!" And with that, Yogi dragged Snerdly into the club, and the captain was nearly blinded by the bright lights that shone from the ceiling. There were random assortments of people and aliens dressed in the tackiest clothes Snerdly had ever seen since the eighties. Everyone was doing outdated and flat-out weird dance moves, and Snerdly had to remind himself that no, he was not hallucinating on anything.

The Galaxy Goof-Ups were in the middle of the floor where all the girls were, dancing along to a song called "Living For the Other Side". Admittedly, some of them couldn't dance as well as the rest, but they didn't really care. As silly as their dance moves looked, they were enjoying themselves and didn't notice all the funny looks the other patrons were giving them.

They were here in the middle of a mission, and here they were, dancing the night away. If the General got wind about this, he would certainly rip Snerdly's badges off of his shirt...as he had done countless times beforehand. Hopefully Top Cat and the others were here in this club, or else Snerdly would have all of the Goof-Ups' heads mounted on the wall.

Snerdly sighed, rubbing his temples as he headed for the other side of the club. He hoped this place had a bar or something, because right now, he _really _needed a drink.

He was starting to make his way to the other side of the room when he noticed something that made him do a double take. His eyes locked onto a short, older man with milky white eyes and a long beard who didn't join the other dancers in their party. Rather, he stood off to the side, watching with disinterest, his arms folded across his chest. This would have made him look like an impatient grandfather waiting to leave, but Snerdly noticed the lamp next to him, the one with a purple cover next to it. Specks of light leaped out of it, bouncing off of the dancers' bodies as they continued in their rhythmic frenzy.

He had seen Donkirk in only pictures, but he knew the old man was never too far away from his staff. His brow narrowed, he started to make his way over to the man, ready to put an end to his shenanigans once and for all.

A whoosh of air filled his senses moments later, blowing his curly hair flat against his skull. Snerdly barely had time to move before a fist connected with his jaw, a hard blow that sent him flying through the air and crashing into the wall where the speakers were. The moment he made contact, it was as though he'd been run into an electric fence. He screamed in pain, but it was quickly drowned out by the bass.

The last thing he saw before he fell unconscious was a tall figure making his way towards the other Goof-Ups, their hands glowing with green electricity. Four words raced through the captain's brain, words that made dread sit in his stomach.

_This was a trap._

* * *

For Yogi, the first sign that things were going wrong was when he couldn't find Captain Snerdly. He was positive that he'd left him by the snack bar, where the music was the lowest. When he had come over to find the captain, the man had mysteriously vanished.

He turned towards Huck and Scare Bear, who were jamming out to "Love Train". "Hey, guys, have you seen Captain Snerdly anywhere?" he shouted.

Scare Bear was the first to answer. "N-No, I haven't seen him the whole time. Did he come in the disco club?" he asked.

"I dragged him in here myself. I told him to cut loose!" Yogi said. "I didn't tell him to leave!"

"Maybe he's still investigating throughout the ship," Scare Bear suggested.

Seeing as Quack-Up was busy trying to woo the alluring female duck who'd called him over to her, Yogi turned to the one person he could count on for an answer. "Huck, did you see Captain Snerdly?"

Huck paused mid-moonwalk and scratched his chin. "Well...I saw him earlier by the snack bar. He was goin' over to the other side of the room when he locked eyes with an old feller. For some reason, he looked really suspicious of him. I didn't see much after that, though, since Love Train came on and I moved to the middle of the floor," he said.

Yogi stared at Huck with wide eyes. "Huck, you said he locked eyes with an old man?"

"Yeah. He was really old, too. Had a long beard that reached the floor. White eyes. Looked really bored," Huck said. "How come you want to know abo-" He stopped short of speaking, as he realized just who he was talking about, and the color drained from his face. "Uh oh."

"W-what do you mean, 'uh oh'?!" Scare Bear yelled.

"As in 'I think we're in trouble', uh-oh," Huck answered.

"That you are."

The bellowing voice made every hair stand on the Galaxy Goof-Ups' bodies. They all turned in unison only to meet a man with black and white hair, his eyes dark with malice and his hands blazing with green lightning. Without warning, he extended his hands towards them, tendrils of green lightning shooting from his fingers. Yogi, Scare Bear and Huck jumped down to avoid the attack, and the waves slammed into Quack-Up, who had just succeeded in pulling the girl in for a kiss. The sheer power of the volts coursing through his body made his skeleton briefly visible in the intense glow of the lightning. Quack-Up jerked and flailed about, yelling in pain.

When the attack was finally over, Quack-Up's feathers were completely singed from head to toe, and a dazed expression graced his beak. His eyes rolled into his head as he collapsed.

"Wow! That was one shocker of a kiss!" he said.

"That was no kiss, Quack-Up! That was an electrical shock you just felt!" Yogi grabbed Quack-Up by his tail and started to run out of the disco club. Footsteps from behind told him Huck and Scare Bear were following his lead. "These people are dangerous! We need to get out of-"

"Sorry, no can do."

The temperature in the room dropped dramatically, forcing the Goof-Ups to stop running. Everyone looked around in shock as the disco club and all of its patrons melted away to reveal a cell room that looked like someone had detonated the place. Large holes stuck out of the ground, and to their right, there were melted prison bars that lay in pools of oozing metal. Drops of blood were on the floor, signs of an obvious struggle.

"Hey! What happened to the disco club?" Yogi demanded.

Evil laughter rolled up his spine then. A playful, mean-spirited tone reached his ears. "I'd say the illusion worked excellently, right, Yutaka?"

"That it did, Roku. Then again, the Boss' illusions never fail."

Everyone turned around to face the people who had spoken. One of them was the middle aged man with the green lightning bolts. The second one was an older man who was dressed in motorcycle punk clothing and had a goofy expression on his face. Both of them, however, had power coursing through their hands, and the Goof-Ups had the feeling that they were not as friendly or as calm as their tones suggested.

"Uh, who're you fellers?" Huck asked.

"I'm Rokusaburo," the man in the punk clothing replied, "and this is Yutaka. I'm Donkirk's second in command, and Yutaka handles covert operations."

"And one of those operations," Yutaka interjected, "deals with handling idiots such as yourselves."

Yogi frowned at the man. "Hey! Who are you calling idiots?!" he said.

Yutaka's forest green eyes were cold. "You all, in case you completely missed the meaning of my sentence," he said ominously.

"I have one question to ask you," Huck growled. "Where did you take Cap'n Snerdly?"

"That's a question you'll never have answered~" Rokusaburo chortled. "If we told you, we'd have to kill you. Which, by the way, we'll have to do anyway."

The Galaxy Goof-Ups were stunned into silence, utterly horrified by Rokusaburo's lack of empathy when he said that. He sounded gleeful about killing them.

Yutaka's next words broke the silence. "Raijin, armor me."

There was a loud gong sound as the room flooded with green lightning. Two bolts of electricity traveled up Yutaka's legs and wrists, coating them in silver armor pieces. There was a series of loud clicking noises as the pieces fit together perfectly. He reached out and grabbed one of the bolts of lightning with his right hand, and the bolt crackled in his hands to form into a single edged sword with a jagged green and black blade. He swung his sword around like it was a baton, and pointed it in the direction of the Galaxy Goof-Ups, who were almost blown backwards into the walls due to the force coming from his sword.

Rokusaburo laughed. "You always make flashy entrances when you get dangerous, Yutaka," he said.

"Just suit up already," Yutaka breathed.

"_Suit _yourself," Rokusaburo jabbed. "Silver Claw, bestow upon me my armor."

A gusty chill filled the prison moments later, and Rokusaburo was swept up into a cyclone of arctic air. Two glowing blue orbs embedded themselves into the back of his hands, and fingerless black gloves quickly appeared, bands of metal forming on his wrists. There was a hiss of air as the light swept over his fingers, covering them in light blue, dagger-like claws. His black boots were covered by blue-grey metal, and his left arm was also braced with a gauntlet of the same color. He dispelled the cyclone in front of him with a simple wave of his hand, leaving him standing at the ready.

The Galaxy Goof-Ups started to back up in terror. "Hey, uh, is there any chance we can get off on this one?" Yogi asked.

"Sorry. But our master wants you alive," Yutaka said. "We're just suiting up in case you prove to be more problems than we can handle."

"And if you want to know, there is no problem we can't handle," Rokusaburo said. His grin was wicked. "Especially four animals who have no powers whatsover."

"We'll give you two options," Yutaka said. "Come with us, or die."

"I-I say we take a third option," Scare Bear suggested.

"And what, pray tell, is that?" Yutaka snapped.

"Make like bananas and SPLIT!" Scare Bear yelled.

Nobody needed to be told twice. The Goof-Ups took off running, barreling Yutaka down and bursting through the doors. Their screams could be heard for miles.

Yutaka growled in frustration, but Rokusaburo shrugged his shoulders, his smile remaining the same. "Oh well. They just made this chase a lot more fun!" he said.

"Don't get too caught up in what we're doing here, Roku," Yutaka replied. "We are to capture them, not kill them."

"I hate the 'no killing' rules around here, you know that?" Rokusaburo complained.

"If we don't catch them soon, the Boss will break the 'no killing' rules. _Now come on_."

* * *

The first thing Snerdly heard when he woke up from his impromptu nap were the sounds of explosions. When he fully opened his eyes, he saw one of the L-class war cruisers explode, debris shooting in every direction and hitting the rest of the ships in the section. His eyes shot open wide as he saw the XX-class dreadnoughts pushing his section back, destroying the fighters and damaging the ships.

He started to move his arm to contact the Galaxy Goof-Ups, but that was when he noticed just where he was. He was outside on the warship, right in the crossfire, with nothing holding him down except energy rings of black and purple energy. He screamed in terror as a WX-class fighter crashed into the roof, sending fire sailing over his head and barely missing him by an inch. He looked in all directions, trying to figure out where his captor was. He didn't need to guess that Donkirk had put him out here, the sadistic creep.

But why? What was he planning?

The platform leading to the top of the ship hissed open behind him, and Snerdly had to crane his neck in order to see Donkirk coming up to meet him, his staff glowing and his expression dull. But Snerdly knew that that was really a front; the most evil mind ever to be placed in a human body was hard at work coming up with new ways to torment everyone in the galaxy once more. He walked past Snerdly without so much as a word of acknowledgement, signaling that he expected the captain to speak first.

"You...you planned to capture us from the get go, didn't you?" he snarled.

Donkirk chuckled. "Unlike the squad you command, you are quite perceptive, Kevin," he said. "You're much like your father in that regard, in that he was the one who could see through my illusions."

"Don't you _dare_," Snerdly hissed, "bring my father into this. And don't call me by my first name, ever."

"Yes, you definitely are your father's son, what with that hot temper of yours," Donkirk continued. "And while my original plan was to capture you, I have another objective in mind. I have come up with a new form of power that will keep my empire running for centuries."

"And what is that?" Snerdly demanded.

Donkirk's smile was monstrous. "People," he said simply. "I am planning on powering my empire by means of human energy."

Snerdly felt his blood turn to ice. "Y-You...you wouldn't _dare_...!"

"I would. You have seen how I have used people in the past as my unstoppable weapons," Donkirk replied. "I figured, after all of this time, that I should look into using people for an expendable energy source. It is not entirely implausible, since there are many humans in the galaxy and all of them possess a great quantity of emotional energy that I can use. Negative emotional energy, if I may add, is more powerful."

"You're sick. Utterly sick," Snerdly gasped out.

"Of course, you are hardly my first volunteer," Donkirk said.

"What do you mean?"

"Come now, Kevin, at least show some of your brilliance like you did earlier," Donkirk sighed, looking for once disappointed.

Snerdly's mind raced to find an answer. What could the old man possibly be talking about? Or rather, _who _could he be talking about? There was nobody else other than the Goof-Ups and-

His eyes went wider than dinner plates as he stumbled across the answer. He looked at Donkirk, whose features formed a sly smile.

"I see you've figured it out," he said.

Snerdly thrashed against the binds. "Release me at once! And release Top Cat and his crew from whatever sick traps you've put them in!" he screamed.

"I am sorry to inform you of this, Captain Kevin Snerdly, but that is something I cannot do. I need them for my experiments. And judging from their past records, they will provide me with quite enough energy for my first conquests," Donkirk said. "A shame that your Federation will not supply me with the necessary components I need."

"That's because you're a depraved monster, _you son of a-_"

The rest of Snerdly's curse was interrupted by a loud explosion that occurred next to them. A blue ice beam had torn cleanly through the roof of the ship, and a figure leaped out of it, his build sturdy and different parts of his body covered with metal. He landed on the ground with all the grace of a gymnast, his steel gray hair brushing flat against his face.

"Rokusaburo, what is going on?" he demanded. "I thought you were capturing the Galaxy Goof-Ups!"

"Sorry, Boss," Rokusaburo chuckled. "We were, but their hyperactive duck slammed into me before I could freeze them with my attack. I just came up to make sure that you weren't seriously injured by the attack."

"I was nowhere near the range of fire, Rokusaburo," Donkirk replied. "You may return to your duties now, if you wish."

"Of course, sir." Rokusaburo turned around to leave, but that was when Snerdly spoke.

"Your name...is 'Roku' a nickname by any chance?" he asked, his voice dangerously low.

"Correctamundo!" Rokusaburo grinned. "Most people don't figure that out until later."

Snerdly turned towards him with the most hateful glare Rokusaburo had ever seen on a man's face. "I remember you..." he said, his voice barely a whisper.

"Oh, really? And how is that possible?" Rokusaburo asked calmly.

"How _dare_ you feign innocence! You should know exactly why I remember you!" Snerdly yelled.

Rokusaburo put a hand to his chin and pretended to think. "Hmm...funny. I don't remember doing anything to you, Captain," he said. "Enlighten me."

"Think back really hard, Rokusaburo. Ten years ago, when you and your emperor were actually a threat to the galaxy, and when the Galactic Federation was a rebellion movement. You boarded my father's ship, the _Liberator, _and killed him when he was trying to destroy the ships in your army. You turned on the intercom and had everyone in the Federation's fleet listen to you mutilate him to death," Snerdly growled.

"Hmm...I don't really remember much of that," Rokusaburo said. The tone in his voice, however, was infuriatingly playful. "Although I do remember boarding the _Liberator_, I didn't kill anybody that well known in the Federation."

"How could you not know who my father was?! He was a High Admiral who defeated your army once during that war! That alone put him on the map as the number one person to capture!" Snerdly yelled.

Rokusaburo's mouth formed a thin smile. "Ah, yes...I do remember him now. The boss wanted me to capture him in order to bring him over to our side. But he insisted on trying to destroy my fleet, and when I tried to talk him out of it, he attempted to fight me. All things considered," he replied, his smile growing, "he _really_ should have known better than to mess with a cold-blooded killer."

That, to Donkirk, severed any and all control that Snerdly had over his anger. With a roar that fit a lion, the captain tore himself out of the binds that kept him down, and fell to the ground, pain screaming through his ankles. He suppressed a scream of pain as he turned towards Rokusaburo. The other man was laughing psychotically, which only served to fuel his rage.

"Oh, now what are you going to do, Captain Snerdly?" Rokusaburo teased, getting into a fighting stance.

Snerdly didn't respond, but simply lunged at Rokusaburo and tackled him down, his grip like a vise around the old man's shoulders. When he was certain the older man wouldn't move, Snerdly pulled his left hand back and punched him in the face. Rokusaburo's head jerked sharply to the side as blow after blow landed on his face. He soon tasted copper and felt a tooth come loose.

"You killed my father, and you dare try to act as though you did nothing?!" Snerdly shrieked. He grabbed the front of Rokusaburo's jacket and slammed his head into the roof of the ship with surprising strength, creating a dent in it. "You monster...I joined the Space Patrol specifically so I could stop people like you from ever, _ever _robbing people of their loved ones again!" He released Rokusaburo's jacket and punched him in the face with such force that the other man was sent flying backwards, flipping over the landing platform like a rag doll.

There was a hiss as the landing platform opened again, and four beleaguered figures came to the top of the ship, their Space Patrol uniforms looking like they were at a demolition site. Snerdly's eyes widened in surprise, and for the first time in a long time, he could honestly say that he was happy to see them.

"Galaxy Goof-Ups! You made it!" he said.

"Captain Snerdly, are you alright?" Yogi asked. "You have blood staining your gloves."

When Snerdly took a look at his hands, he saw that his knuckles were indeed stained with blood. "That's because I finally found the man who killed my father, and gave him payback," he said.

There was a loud hacking cough behind the Goof-Ups, and everyone turned to see Rokusaburo stagger to his feet. Blood and two teeth splattered the roof of the ship he was standing on. The Goof-Ups grimaced when they saw that the man's eye was swollen, and his lips were busted and leaking blood.

"Whoa. Captain Snerdly really did a number on that guy," Scare Bear noted.

Rokusaburo was not as awestruck as the Goof-Ups were. A look of real rage crossed his face, and there was a loud hissing and clicking of metal as the claws on his gloves extended.

"Ohoho...you've _really _pushed my buttons now, Captain," he snarled.

"And you've also pushed mine." The droll voice of Yutaka came out of nowhere, and before Snerdly could turn around, he was sent sprawling to the other side of the ship. Both men glared at Snerdly, who struggled to get back up. "Nobody beats up Roku, but me."

"Are you absolutely sure we can't kill him right now, Boss?" Rokusaburo asked.

"No. I need him and Top Cat for my plans. You may punish him for his actions," Donkirk said coolly, "but you are not to kill him."

"It's alright, Roku. I'll handle this. You take care of the Galaxy Goof-Ups," Yutaka said. Withdrawing his sword from his sheath, he moved in on Captain Snerdly, who was trying to scramble away. Rokusaburo moved closer to the Galaxy Goof-Ups, the psychotic grin back on his face.

Yogi gulped. "This isn't good," he said.

* * *

**Galactic Federation Space Station**

**Central Command Tower**

**General Bullhorn's Office**

"What could be taking them so long?!" General Bullhorn paced his office, his face going beet red. Snerdly and the Galaxy Goof-Ups were supposed to be back with Top Cat and the rest of the _Vitalization _crew over an hour ago. If Snerdly was sending those Goof-Ups into danger again...

"Uh, sir?" There was a loud cough as an officer cadet who looked to be no older than thirteen walked in, a report in hand. "We've received a damage report from the captain of the _Liberator II_."

"And? What does it say?" Bullhorn demanded.

"I-It says that they've lost two L-class war cruisers, and the _Liberator II _itself is taking heavy damage. The captain also reports that the Galaxy Goof-Ups and Captain Snerdly are currently engaged in a battle on top of the _Vitalization_."

_"WHAT?!" _General Bullhorn's scream could have been heard in space. "How is that possible?!"

The cadet flinched. "A-Ah, I-I believe that Donkirk had the captain captive, and the Galaxy Goof-Ups are attempting to rescue him," he stammered. "T-The captain had a front row seat to e-everything, sir..."

"Get me a live feed of the battle! I want to see this all for myself!" Bullhorn snapped. "If Snerdly's making this up, I swear I'm going to kill him!"

The cadet hurriedly turned on the feed, and the computer screen showed the footage of the space battle currently happening in the sector. Indeed, two of the cruisers were destroyed, and smoke was rising from the _Liberator II's _bridge, sides and hull. Streaks of fire passed by the bridges of the war cruisers as the fighters were being destroyed by their enemies. The Federation ships began to pull back, while Donkirk's blockade, having the advantage moved forwards to engage the section.

The general then noticed the footage on the far left. Snerdly was currently trying to defend himself from a man wielding a jagged sword, and judging from the blood on the hull, he wasn't very successful. The Galaxy Goof-Ups were also running away from their opponents, Donkirk and another man that Bullhorn couldn't recognize, who were shooting bolts of blue and purple energy at them. Each blast that missed them slammed into the roof of the ship, creating small holes in it.

"Now do you believe me, sir?" the cadet asked.

Bullhorn sighed. "Yeah, I do. Tell the captain of the _Liberator II_ to hold off on retreat until they get all of them off of the _Vitalization_!"

"Yes, sir!" the cadet replied, and ran out of the room to do his task.

General Bullhorn let out a long, angry breath through his nose as he watched the battle unfold. _We had **better **win this battle. Because if we don't, we're all screwed._

* * *

**Sector Alpha  
**

_**Vitalization**_

"AAAAAAAHHH!" A scream tore from Huck's throat as a thin beam slammed into his backside, flooding his back with cold. Yogi, Scare Bear and Quack-Up stared, utterly horrified, as the hound slipped to the floor, immobilized.

"That ought to keep you down, boy." Rokusaburo's voice was devoid of all humor as he turned towards Yogi and the others. His outstretched hand was glowing with powerful blue energy. "Now, to take care of you."

"W-W-We're running out of o-options, sir," Quack-Up wheezed, holding onto Scare Bear in fear. "P-Permission to run and hide, sir!"

Snerdly dove away from another swing of Yutaka's sword, which barely nicked his shoulder. "Permission granted, Goof-Ups! Get to the ship and get out of here!" he said.

"You heard the man! Let's get out of here!" Scare Bear yelled.

"Cowards. I should not be surprised, since your very name is the Galaxy _Goof-Ups_," Donkirk scoffed. "One wonders how you even made it through the academy. Most chains of command would kill you. In fact, your captain is much more competent than all of you combined."

Whatever fear Yogi had vanished as he turned on Donkirk. "You take that back!" he yelled.

"No." Donkirk's smile was infuriatingly calm. "I will not, for I have spoken the truth. Your captain has told you much the same thing. You just refuse to believe it."

"Don't listen to him, Goof-Ups!" Snerdly yelled. He jumped away just before Yutaka could bisect him. "He's taunting you, trying to make you doubt yourselves!"

"You hypocrite," Yutaka growled. "You think we don't know your inner thoughts? We know your feelings towards the Galaxy Goof-Ups. You think they are worthless, incompetent, lazy idiots."

"Which to be honest," Rokusaburo said, "isn't too far from the truth."

Yogi stared at Snerdly. "You really mean that, sir?" he asked.

"I-I-" Snerdly's mouth clamped shut. He couldn't say anything. He really had thought those things about the team, even said it under his breath when he thought they couldn't hear. Even though he should be, by all means, angry at Donkirk for worming his way into his mind, there was no hiding the truth. He swallowed hard and averted his eyes from Yogi and the rest of the Goof-Ups, his head hung in shame.

"See? Your own captain does not think highly of you," Donkirk continued. "His reaction cements it."

Yogi, Scare Bear and Quack-Up stared at their leader, pain on their faces. They had figured that Snerdly was just one of those 'drill sergeant' types: the people who call you all sorts of names because they want to see how tough you really are, but they really were nothing like that in private. They were probably the nicest, calmest people one could imagine. They just happened to shout a whole lot.

They never actually figured, however, that Snerdly legitimately regretted working with them, that he was only putting up with them because of the General's orders. In fact, given the chance, the captain could have left them in a heartbeat.

"Sir?" Rokusaburo asked, growing impatient. "It is nice to watch the Goof-Ups' faces melt into utter horror at having their captain's true thoughts on them revealed, but..."

Donkirk shrugged. "Go ahead, Rokusaburo. I have no need for the Galaxy Goof-Ups at present."

And then, like a coil released from a spring, Rokusaburo leaped into action, his claws elongated and his smile monstrous. The Goof-Ups screamed and took off running, trying to avoid Rokusaburo, who moved with the grace of a champion ice skater. Every move he made was almost like a stunt, every leap and spin careful and deliberate. One would have been awed if it weren't for the fact that he was gaining on his opponents and that he was trying to kill them.

Yutaka then turned towards Snerdly. "Now, it's about time we finished you, Kevin," he said, and prepared to deliver an uppercut to his stomach.

What Snerdly did next, though, surprised him. He lunged forwards, grabbing Yutaka's sword arm and pushing him backwards. Yutaka grunted as he attempted to grind his feet into the ship's hull, but Snerdly eventually wrenched the sword away from him. With a kick to the lower stomach, he sent Yutaka sprawling backwards, watching as he bounced across the roof.

A look of genuine shock crossed Donkirk's face as he turned towards Snerdly, who held the sword with both hands. The sword blazed to life with electricity, and the captain turned on the wizard then, his eyes darkening with anger. But that wasn't the only thing that was happening to him. Fangs started to protrude from his mouth, and his eyes went blood red, glowing with power. A low throaty growl came from his throat, sounding heavily distorted and monstrous over the din of the space battle.

"C-Captain Snerdly?" Scare Bear asked.

"W-What's happening to the Captain, Yogi?!" Quack-Up yelled.

Yutaka laughed. "He is falling under the power of Raijin. It translates to 'Thunder Blade', but another name for it is 'Sword of Corruption'. Its special power brings out the weaknesses of any normal human who holds it, and makes it manifest."

"Oh, I get it!" Quack-Up said. There was a beat, and then he asked, "Uh, what exactly did he say?"

"H-He...he basically made Snerdly angry," a familiar voice drawled.

"Huck! You're okay!" Yogi turned towards Huck, who wobbled uneasily to his feet. He then helped the hound stand on his feet. "You okay?"

"Ugh..kinda. I felt like someone had dropped me in a tub of cold water. It was really unpleasant, Yo-what in the Sam Hill is happening to Captain Snerdly?!" Huck said.

"Uh, he grabbed Yutaka's sword and is going crazy?" Scare Bear offered.

"What do we do?" Huck asked.

"At this point, surrender," Rokusaburo said. The very next thing any of them knew, Huck was in the grip of Donkirk's second in command, his claws almost puncturing through the hound's fur. His face was devoid of its psychotic smirk. "This fight is pointless and you know it."

"At this point, I'm inclined to agree," Scare Bear said.

**"You cowards."**

Everyone turned towards the source of the heavily distorted voice, and couldn't believe what they were seeing when they saw Captain Snerdly standing there, looking nothing like himself. His body was halfway black with darkness, and a psychotic smile graced his lips. **"The moment you see trouble, you run. You let criminals get away. You fall for a trap that a child would notice. What makes you think you're great officers when you run from danger, when you can't complete your missions with not even a shred of competence, when you can't see what's blindly put in front of you? WHAT MAKES YOU THINK THAT YOU DESERVE THAT TITLE, HUH?!" **

"S-Sir, we've done everything we possibly can when you assign us missions," Huck started, "but-well, I guess we make mistakes-"

**"You GUESS?! Oh, that's a new one! Let me make something clear to you, you mangy, country hick! You and your stupid friends have ALWAYS made mistakes! You're just too stupid to see it! I can't believe that General Bullhorn thinks highly of you! He calls you 'brave men' and always heaps praises upon praises for your actions, and yet all I get is badges removed. If it were up to me, I would have you all thrown out on your butts in the middle of Sector Beta!" **Snerdly's body shuddered with rude laughter. **"I should be the one getting heaps of praise. I should be the one getting new medals, new ships and a promotion. I _deserve_ those things unlike you fools. I deserve half of the stuff you got simply for putting up with you! And you wonder why I said half of those things under my breath, because I could never say it to your face! But I can now!" **

None of the Galaxy Goof-Ups knew what to say or do. They simply stared at the captain as he went on his tirade, his words hitting them everywhere like bullets.

"Captain Snerdly...w-we did the best we possibly could!" Huck pleaded, sounding close to tears.

**"I DON'T CARE! Shut your trap already, you sappy mutt. I've heard enough from you. I've heard enough from all of you! And this time...I'm going to do something I should've done the moment you failed!" **With an enraged roar, he raised the sword over his head, which glowed with power.

Donkirk, Rokusaburo and Yutaka didn't do anything. They simply watched.

"RUN!" Yogi screamed.

"No! We have to save the captain!" Quack-Up declared. "And I know just how to do it!"

"How?!" the Goof-Ups demanded.

"With this rocket launcher that Huck's got on his back!" Quack-Up said.

Before Huck could utter a word of protest, the duck yanked the rocket launcher off and swung around. He attempted to aim at the three members of the Phantom Empire, but he was caught up in the spin and fired the rocket at the ship's rear, sending a massive rocket careening into the ship's engine. A thunderous explosion rocked the ship then, almost throwing the Goof-Ups into the space battle.

"QUACK-UP!" Huck yelled, now sincerely angry. "Are you tryin' to get us all killed?!"

"Sorry about that, Officer Huck! Aiming at correct targets now!" Quack-Up brought himself to a stop and took aim. "I won't miss from here!"

"I doubt that," Donkirk said calmly, right before shooting a bolt of gold lightning at the duck. Quack-Up freaked out and leaped into the air with the rocket launcher, backflipping to avoid the attack.

"Quack-Up, shoot it now!" Scare Bear yelled.

"Right away!" Quack-Up replied, and pulled the trigger. He thought he had the rocket launcher pointed at the members of the Phantom Empire, but instead had it aimed backwards. Another massive rocket slammed into the ship's engine. There was a low hum as the ship began to pitch forwards.

"Uh-oh," Quack-Up squeaked as he fell back to earth.

Everyone began to fall towards the prow of the _Vitalization_ as it began to sink. Snerdly lost his grip on Yutaka's sword, sending it pinwheeling through space. Yutaka leaped overboard to grab it, while Rokusaburo slid downwards screaming in terror. Donkirk used his staff to keep himself from flying into space, kicking up a trail of orange sparks as he did so. The Galaxy Goof-Ups were sliding down the side of the _Vitalization,_ screaming in utter horror.

"What do we do?!" Scare Bear yelled.

"I reckon we oughta use the jetpacks we have on our uniforms," Huck said.

"What jetpacks?!" everyone else demanded.

"These," Huck replied, before pushing a red button on his chest. There was a loud whirring as a jetpack half the size of his head sprouted from the back of his uniform. The jet engines roared to life as he flew upwards.

"OH!" Yogi, Quack-Up and Scare Bear replied. They soon pressed the red buttons on their chests and had jetpacks appear in the same manner as Huck. When they were flying past the sinking _Vitalization, _they heard Snerdly's angry and panicked shouting. They turned to see the captain being forcibly dragged backwards by Rokusaburo and Yutaka towards a black and purple portal. He thrashed about and kicked, but both men were holding him tightly. Donkirk stood afar off, his staff glowing with power. All three of them had white power covering their shoes, which apparently kept them from sliding off into space.

"OFFICER YOGI! OFFICER HUCKLEBERRY! OFFICER SCARE BEAR! QUACK-UP! SOMEBODY, _HELP ME_!" Snerdly screamed.

"Captain Snerdly!" Quack-Up turned towards the four with his rocket launcher, his face narrowed into a serious expression. "I'll rescue you this time, sir!"

"QUACK-UP, NO!" Yogi, Scare Bear and Huck yelled, but the duck had already pulled the trigger.

This time, Quack-Up did hit his target, but it worked out too well. The rocket crashed several feet behind them, the force of the explosion sending all three flying into the portal. Snerdly's scream of pain before he disappeared sent gooseflesh crawling up Yogi's arms as he realized then that the captain could have possibly been burned due to the force of the explosion.

Donkirk smiled cruelly as he walked towards the portal. "Thank you for your help, Galaxy Goof-Ups. Until next we meet, farewell," he said. With that, he walked into the portal, which vanished into thin air.

He disappeared not a moment too soon. With a final explosion from the back, the _Vitalization _crumbled into pieces, debris shooting out of the cloud like meteors. Whatever remained of the D-class warship sank into the makeshift graveyard where the other warships, from both sides, rested. They floated in the middle of the ocean of space, looking like gigantic metal rocks.

Yogi's communicator beeped loudly, but it could hardly be heard over fighters and the _Vitalization_ exploding. It was only when Huck told him that their communicators were on that he answered it.

"U-Uh, this is Officer Yogi of the Galaxy Goof-Ups reporting," he said.

_"This is Captain Lancaster from the Liberator II. General Bullhorn has ordered an immediate retreat, and as such, we must call back everyone."_

"But Captain Lancaster, Captain Snerdly has been captured by the remnants of the Phantom Empire!" Huck said.

"And we still haven't located Top Cat and the remaining survivors!" Yogi replied.

_"Yes, I know. This mission was a failure. And you'll have to answer to General Bullhorn as to why this was a failure." _Captain Lancaster's voice was laced with barely restrained anger. _"He and Central Command are not going to be happy about this. You'll be lucky if you don't lose your job. Get back here, clean up and then come into the communications room. Bullhorn will be waiting to speak with you as soon as you're ready."_

"Y-Yes, sir," Yogi replied, and turned off the communications. He then looked at the other officers. Scare Bear was already shuddering with fear, Quack-Up looked incredibly guilty and Huck was a shade or two paler as he looked at Yogi with wide eyes. Yogi himself felt a sense of overwhelming fear and dread sit in his stomach as Captain Lancaster's words echoed through his mind.

Quack-Up summed up everyone's thoughts with four words, four words said without the barest hint of silliness or stupidity.

"We are _so _screwed."

**END OF PART 2**

* * *

**I was going to include the scene where the Galaxy Goof-Ups get chewed out by General Bullhorn, but I figured that this chapter is long enough as it is. Besides, the "We are _so_ screwed" was pretty good to leave as a cliffhanger. I'm going to go back and edit a few things in the first chapter, mainly adding a "fantasy" tag and correcting a few wording mistakes. There are some Star Wars references here, but not as many as in the first chapter. There is a Symphogear reference though, when Snerdly grabs Raijin and briefly becomes consumed by overwhelming hatred.  
**

**But yeah, due to the Goof-Ups' weakness (going to the disco) and Quack-Up's goofing around, Snerdly and Top Cat's gang got captured, the _Vitalization_ is destroyed and there were many casualties. Plus, Donkirk now has enough people to try out his new energy source, which is powered by people's negative emotions. So yeah, they completely goofed up the mission, with _major _consequences, unlike in the show, where their bumbling actually helped. Part 3 shows the consequences of the Goof-Ups' failures, Donkirk's experiments and launching of another conquest, and what the Goof-Ups are going to do to redeem themselves, as well as the Federation trying to find Snerdly, Top Cat and anyone who was captured before Donkirk kills them with his experiments.**

**Reviews are appreciated, but constructive criticism is even better. My next priority after this will be working on the second chapter of _Redemption_, and then the thirteenth chapter of _Sodor Magic Crusaders_. In between both, I'll be working on F_iery Heart, Broken Soul_'s fourth chapter, which is going to be nearly as long as this. See you around!**

**God bless, iheartgod175**


	3. Part III: Facing the Consequences

**A/N: **Here's the third chapter of _The Return of the Phantom Empire_. Things get a little dark and depressing here; then again, things have been dark and depressing since the first freaking chapter, so I should say that things get _more _dark and depressing. Well, there are some lighthearted moments near the end, but still...on today's chapter, you get the aftermath of the failed mission, some Nightmare Fuel and some insight on our villains...

**Disclaimer: **As usual, I own nothing of the H-B characters in the story. I just own the characters, weapons, and ships I create.

* * *

**THE RETURN OF THE PHANTOM EMPIRE**

**PART 3: Facing the Consequences  
**

**Galactic Federation Space Station**

**Central Command Tower**

**General Bullhorn's Office**

"Cadet, give me the full report on the results from this battle."

"Yes sir," the cadet answered. He cleared his throat and pulled up the report on his datapad. "The Galactic Federation has suffered heavy losses due to the Phantom Empire's forces overpowering our own. Captain Top Cat and his crew have been determined to be prisoners-of-war, as we have not found their remains when we scavenged what remained of the _Vitalization_. Donkirk, Rokusaburo and Yutaka escaped through a portal conjured up by Donkirk himself, and they took Captain Snerdly with them. So far, we have lost all of our fighter squadrons and 2 L-class war cruisers, as well as the _Lucky Buccaneer_, the Galaxy Goof-Ups' rocket ship."

"And how many casualties?"

The cadet sighed heartily. "We estimate that the total amount of lives lost today were...in the thousands. We're still counting up the total amount, but...yeah, it's bad."

General Bullhorn didn't answer for a long moment. He simply stared out the window, watching as star fighters docked safely inside the hangar bays of the space station. Farther to the right, he could see the expansive blue waters of Earth, white clouds covering most of the continents from view.

Earth was home to many of the Galactic Federation's most well-known military officers, and it was also the Galactic Federation's world of operations. The ten billion people that lived on this planet depended on them for protection against alien species, attacks from neighboring colonies, or rising powers that could split the galaxy apart. And then there were the seven hundred alien species that had joined the Federation after its formation, who were allies and depended on them for protection as well.

Those billions of lives were about to be put in danger, thanks to the Galaxy Goof-Ups.

Bullhorn couldn't remember the last time he'd felt this enraged. The anger he'd unleashed on Snerdly earlier that day was nothing compared to the anger he felt towards the Goof-Ups. He had trusted them. He had called them brave men. He had constantly blamed their captain for their mistakes. And now that he had seen the whole battle up close, and seen the Goof-Ups not only willingly fall for a trap, but also let several of their own fall into the hands of the enemy...it had taken all his willpower to not call the Goof-Ups and chew them out.

Another war between the Federation and the Empire was about to break out, one that was sure to be more destructive than the first...and it was all their fault.

The doors to his office opened, and a tall, thin, balding officer with a monocle stood in the doorway, his Galactic Federation uniform crisp and his expression stiff. "Sir," he boomed in a dignified British accent, "Captain Lancaster says that the Galaxy Goof-Ups are ready to speak with you. It will take a good thirty minutes for the _Liberator II_ to arrive."

"Very good, Reginald," Bullhorn replied. He stood up, and pulled on his hat. "After I'm done talking to them, I want you to bring them to Central Command. They've gotten away with their slipups one too many times."

"Very good, sir," Reginald said, and lead the way out of the office. Bullhorn and the cadet followed him.

_Perhaps I've placed my faith in the wrong people all along..._

* * *

**Galactic Federation L-class War Cruiser _Liberator II_**

**Communications Room  
**

"Do you think General Bullhorn will be happy to see us?" Scare Bear asked.

"If what Cap'n Lancaster said is true, then I don't think so," Huck replied, fussing with his uniform. He and the rest of the Goof-Ups had spent the last ten minutes trying to recover from the ordeal on top of the _Vitalization_ and thinking about how they were going to explain themselves to General Bullhorn.

"I don't think it'll be that bad," Yogi piped up. "If anything, the General will put us back on the case to rescue Captain Snerdly!"

"You sure, Yogi? 'Cause Cap'n Lancaster sounded kind of angry," Huck said.

"Sure I'm sure! After all," he said, looking at the aforementioned captain with a sheepish smile, "someone has to stay positive about this, right?"

Beside them, Quack-Up sighed. He had been silent the whole time, a rarity for the Goof-Ups. "I sure hope Central Command isn't too angry with us," he said.

"We're getting ready to open a channel for General Bullhorn now," Lancaster said. His voice was colder than an ice bolt. "After your conversation with the General, we'll arrive at the station. He's given orders for you to go straight to the Central Command Tower. The General and the rest of Central Command will be waiting for you."

Those words dampened the mood for the Galaxy Goof-Ups. They wouldn't have to just report to Bullhorn; they'd have to report to the other members of Central Command, who weren't as forgiving as Bullhorn and were by-the-book upholders of the law. They also fired a whole lot of people for screw ups.

Quack-Up was right. They _were _screwed.

There was a loud ping, and everyone stiffened as the image of General Bullhorn appeared on the ship's large communication window. His face was slightly red, and his glare was patronizing as he glared at the team.

Yogi gulped. "Here goes," he said. He stepped forwards, as did the rest of the Goof-Ups, albeit shakily. "Uh, hello, General Bullhorn, sir..."

_"Officer Yogi, explain how and why this mission failed-quickly." _Bullhorn's tone brooked no argument.

Yogi swallowed. The general wasn't just angry; he was furious to the point where he was trying to keep himself from exploding. It was actually a lot more terrifying than any of his outbursts.

Calming himself, the bear launched into a rundown of the events on the _Vitalization_, including the part where he and others had fallen for the disco club illusion created by Donkirk. The more he talked, the redder the general seemed to get. Huck, Scare Bear and Quack-Up said nothing, focusing all their energy on keeping calm and not freaking out about the General's reaction.

It took them a moment to realize that Yogi had finished. Bullhorn asked, _"Is that all?" _

"Y-Yes, sir," everyone croaked out.

Those words broke all control that Bullhorn had over his anger. His face went cherry red, and everyone in the communications room braced themselves as the general exploded over the computer.

_"YOU INCOMPETENT, GOOD-FOR-NOTHING, OBLIVIOUS IDIOTS!" _he roared, sending many to their knees. The volume of his voice broke several speakers in the room, filling it with feedback. The Galaxy Goof-Ups covered their ears as the noise screamed through the air, almost making their ears bleed.

When the noise died down finally, Yogi tried to appeal to the enraged man. "S-Sir, we can explain-"

_"THERE'S NOTHING ELSE TO EXPLAIN! I'VE HEARD ENOUGH OF YOUR EXCUSES!"_

"I told you he wouldn't be happy about this, Scare Bear," Huck said.

_"And why should I be?! Many of our own have been kidnapped by three psychopathic criminals who love to torture people to death! You waited too long to rescue Top Cat and his gang, and your bumbling caused Snerdly to get captured!" _Bullhorn raged. _"Now I see what Snerdly was saying when he was under the influence of that sword! If I were him, I wouldn't be able to stand working with you lot, either! Not only do you constantly botch missions, you care about nothing but yourselves! You'd rather go to a disco club and dance the night away than complete your mission!"_

"Now that ain't true!" Huck said indignantly. "We're doin' our best to protect the people of the galaxy!"

_"If that was your best, I'd hate to see your worst," _Bullhorn replied, shutting Huck up. _"Admit it already, Huckleberry. You've botched the mission, and now we have another galactic war on our hands!"_

"A-A-A war?" Scare Bear asked.

_"Yes, a full-scale galactic war. Now that Donkirk has several members of the Federation as prisoners, he's probably going to other worlds right now to take them over, strengthen his military and gain allies. With those factors, he'd be able to take over the whole galaxy again, taking away the freedom we've fought so hard for in the last ten years, and putting people under his control. Your job was supposed to keep war happening, and now thanks to your failure, billions of lives are going to put in danger! And judging from Donkirk's savage destruction of the section, it's going to be much more destructive than the first war!"_

The Galaxy Goof-Ups were stunned into silence. They could practically feel the patronizing stares of the rest of the crew surrounding them, which only served to make them feel even more guilty.

"Is...is there anything we can do to fix this?" Huck asked finally.

_"You won't be of any help. You've helped enough, bringing us back into another war. The rest of us will look for Top Cat, his crew and Captain Snerdly. That is our top priority, and we don't need people like you to mess anything up. But most of all, we have to focus on preparing for war," _ Bullhorn growled. _"I realized today, as I was watching the feed of the battle, that I've placed my faith in the wrong people the whole time. Trust me, that's the last time I'm going to do that. I have one last thing to say to you before you reach Central Command."_

"And what's that?" Quack-Up asked, his tone low and wounded.

_"YOU'RE ALL FIRED!" _The scream burst the rest of the speakers in the communications room wide open, and smoke and sparks of electricity filled the air. Bullhorn was still screaming at them, but nobody knew what he was saying due to the lack of sound. Everyone else in the communications room ran about, trying to make sure nothing caught on fire while the general cut off communications, having said what he needed to say.

Bullhorn's angry declaration sent shockwaves through the Galaxy Goof-Ups, who were rooted to the spot in front of the computer screen. Scare Bear crumpled into a devastated expression, desperately trying to keep himself from crying. Quack-Up had given up trying, and his scratchy sobs were audible over the chaos happening in the room. Huck hung his head in shame, his ears flat against his head and looking bluer than his own fur. Yogi's face was full of sadness, his eyes tinted with a layer of tears.

They'd screwed up one too many times before, but they had always had luck on their side. Their screw ups never had repercussions such as this. But now...now their luck had run out. The one time they'd screwed up, it'd come at a really big cost. Their friends were captured. Their captain was captured. And now, they couldn't even fix the mistake they'd made.

The Galaxy Goof-Ups were no more.

* * *

**Hidden Laboratory**

**Undisclosed Location**

The first thing Top Cat heard upon his awakening was screaming. He almost jumped out of his fur, his heart racing miles per second and his muzzle slick with sweat. Darkness permeated the whole room that he was in, but he could smell the fear and the pain of whoever was screaming. In his night vision, he could faintly make out the shapes of human bodies, as well as those of animals, hanging in midair from the ceiling. They convulsed wildly as purple electricity raced up and down their spines. The currents of electricity were so strong that Top Cat saw flashes of their skeletons, which glowed like neon lights in the dark.

A voice slithered up his spine, adding even more to his growing fear. "Did you rest well, Top Cat?"

Top Cat didn't need to see Donkirk to know it was him; the man was practically behind him, so uncomfortably close that he could smell him. He gagged. The old man's smell was foul as death itself.

"What do you want with me, oldie?" he snapped.

A dark chuckle escaped Donkirk's frame. "Oh, don't try to act all arrogant. I can smell your fear...and it smells good," he replied.

"If you're trying to scare me, you're doing a pretty bad job. I don't even know what the word 'fear' means."

"Nice try, Top Cat. But I'm not easily fooled. By the time I'm done with you and everyone else," Donkirk said, his voice taking on an innocent tone, "you will come to know what 'fear' means."

There was a loud clack on the floor, and the room brightened with yellow lights. What he saw made his face go several shades paler.

Benny. Choo-Choo. Spook. Fancy. Brain. Snerdly. All of them hung limply in midair, black and purple chains binding their arms and limbs. Their uniforms, arms, legs and even their faces were burnt as though someone had lit them on fire. Top Cat could have sworn that they had even lost weight, as though whatever Donkirk had done had sucked the very mass from their bodies.

Finally, after what seemed like an eternity, Donkirk said, "Trust me, Top Cat. You'll look just like them when I'm done getting what I need from you."

_"What did you do to them?" _The question was practically growled out.

The old man walked in front of him, laughing that annoying crusty laugh. "Oh, you'll see. No, you'll feel it soon enough," he said.

That was the only warning Top Cat received. A split second later, the binds that chained him to the wall blazed to life with electricity, the tendrils racing down his spine. He twisted and turned against the current, gritting his teeth so hard he was certain they would shatter. He was not going to give this old man the satisfaction of having made him scream.

Donkirk watched with disinterested eyes as Top Cat endured the torture. Rokusaburo was right, surprising as it was; Top Cat _was _going to be fun to break, along with Kevin. He was hoping to save his most energy-consuming tactics for later, but he needed to show the results quickly, and having two resilient subjects was not going to give the effect he needed.

With a clack of his staff, the lightning disappeared from Top Cat's body. The smell of ozone permeated the room and smoke wafted from Top Cat's fur, which was darker because of the singeing. His vest and hat were also smoking at the edges, and Donkirk thought he could catch a faint orange glow from the lower half of the vest.

The smile that was on Top Cat's face, however, told Donkirk that he was hardly concerned.

"Is that all?" he asked, a rueful tone in his voice.

A flash of anger arose in Donkirk then, but he managed to tame it. He walked straight up to the feline and pushed his chin upwards with his staff. Cool blue met darkening white.

"Trust me," Donkirk replied, a rueful smile of his own growing on his lips, "that wasn't even a tenth of my full power."

"That barely made me scream. What makes you think your full power will?"

"Everyone has their limits. Including you, as much as you hate to admit it," Donkirk replied smugly. "And I'm going to enjoy finding out what yours are."

Top Cat was ready to say more, but then Donkirk leveled his staff in front of his face, just like he had done to Brain earlier. The swirling cauldron inside the glowing amethyst revealed familiar shapes of home, of his gang, of Officer Dibble...

"What is this supposed to be?" he asked.

He didn't need to look up to see the smile on Donkirk's face. "Everything you fear the most," he said.

After that, it was as though Top Cat's mind was torn from his body. One moment he was watching his friends and Dibble inside the cauldron-the next thing he knew, he was actually there, in Hoagy's Alley with the rest of the gang in the snow. The frigid air of winter bit into his bones, and he shivered, walking towards his gang, who appeared to be talking to Dibble.

"Alright, Dib, what did we do wrong this time?" he asked, his cool smugness returning.

Everyone turned to face him then, and the looks of utter anger stopped his next remark cold. Only Benny looked remotely sympathetic. Dibble looked ready to leap over the fence and strangle him to death.

"What's going on? What are you all looking at me like that for?" he asked, irritant.

"You should know exactly why, T.C.," Fancy said, his voice hard. "Not only did you kill the mayor, you stole all of his money and tried to pin it on us! Dibble's been here clawing through the Alley in order to find evidence that we stole it, and we found it all in your home!"

"And it was, like, a really huge amount, too!" Spook replied.

"And you weren't even going to share it with us!" Choo-Choo said.

Top Cat was mystified at this. He tried making a few quick dollars by doing _some _dishonest means. Sure, someone would be drained of their finances, but they would never be killed over it.

"How do you know it was me?" he asked.

"Your pawprints were all over the murder weapon," Dibble explained, "as well as the bags of money and the tools you used to cover up the crime!"

"I swear to you, Dibble, I was nowhere near the Mayor's House! And where is this 'evidence' of yours, anyway?"

Dibble produced a few large bags from out of nowhere. The first had a large hunting knife that was covered with blood. The second had a large computer, and the third had a large container of bleach which was nearly empty. Dibble tossed the bags unceremoniously towards Top Cat.

"Is that the proof you need?" he said.

Top Cat stared at the bags, ice filling his veins. "I-I don't understand..."

"For what it's worth, I don't either, T.C." Benny sounded close to tears. "Y-You told us that you would just skirt the law to get a few bucks, nothing more. You do not go around stabbing people."

"Of course I don't go stabbing people! I didn't do this!" Top Cat protested.

"What I don't understand is that you would betray us, T.C. You hid everything here and almost let us take the fall for _murder_," Chooch said. "And to think that I looked up to you like a father."

Top Cat stared at his gang, who all stared back with angry, broken expressions. He could understand Dibble not trusting him, but his whole gang?

"Out of all the years I've dealt with you, Top Cat," Dibble started, his voice ice cold, "I'll say that this is by far the cruelest thing you have ever done."

_"I didn't do this, Dibble."_

"Tell that to the judge," Dibble snapped.

"Well, I think we said everything we needed to say," Fancy replied. "Come on, guys. Let's go."

"Duh, I agree. I don't want to be part of a gang with a murderer as our leader," Brain said.

With that, the Alley Gang left. Nothing Top Cat said, or even screamed, could stop them from leaving. They left the alley without looking back at him.

Soon, it was just him and Officer Dibble. The by-the-book, kindhearted cop he had known for years walked into the alley, his gun out of his holster and aimed directly at him. The man's dark blue eyes gleamed in the limited light of the alley, making him look like a demon.

"D-Dibble," he started, "you're seriously going to shoot me?"

"No. But if you bolt, you're getting a bullet to the head," Dibble warned. "Alright, men! Surround the premises!"

In a matter of three seconds, Hoagy's Alley was overrun with blue and gold. About fifteen officers, all wearing bulletproof vests and holding assault rifles, surrounded Top Cat at all angles. Red lasers pinpointed on the alley cat's chest, and the dramatic cocking of guns could be heard.

Top Cat's pupils had shrunk with utter fear. "Dibble...this is police brutality! I'm unarmed and defenseless!"

"We won't shoot you, Top Cat," Dibble said, "that is, if you come quietly."

"Dibble, I didn't do anything!"

"_It's over, Top Cat!" _Dibble yelled. "You're wanted for numerous charges of embezzlement, fraud, and now you've added murder of the first degree to that list! You're not charming your way out of this one! Either you get in the truck, or I'll fill you with so many holes, you'll look like Swiss cheese!"

"Alright, _alright_! I'm getting in!" Top Cat said, raising his paws in surrender.

"Lower your weapons, men," Dibble commanded. "And get the handcuffs!"

"On your knees!" one of the officers yelled.

Swallowing a hard lump in his throat, Top Cat did as he was told, getting down on his knees. Dibble lowered his own gun, his face a mixture of sorrow and anger. It was as if he really regretted arresting the cat like this.

There was a multitude of footsteps and someone grabbed him roughly by the back of his vest. The officer slammed Top Cat's head into the ground, sending snow and sharp metal into his muzzle. He bit back a groan of pain as another officer's foot ground into his back, forcing the air out of his lungs. Mean snickers surrounded him everywhere, and one by one, each officer punched or kicked him in the face. Each blow sent his head jerking back and forth so violently that he was certain it would snap off of his neck.

Dibble, horrified, yelled, "STOP! I gave you no such orders to-"

"Stay out of this, Charlie!" another officer yelled, and Top Cat heard the cocking of a gun.

"I'm warning you, Don, don't do-"

Gunshots filled the area moments later. Then there was a loud thud and the crunching of snow.

"Oh my-Don, what the heck were you thinking?!" one of the officers yelled.

More gunshots exploded into Top Cat's ears, followed by a series of heavy thuds and bullet casings.

When he was certain that the shootout was over, Top Cat weakly raised his head to gauge the scene, pausing only to cough out the blood that filled his mouth. The spray painted part of the snow red. His eyes widened when he saw the fourteen officers lying all over the alley, bullet holes in their chests. Dibble's body lay in front of him, three bullet wounds on his back. Blood pooled out around him in a small puddle.

"No..." he croaked.

"First you lost your gang, then you lost the one cop who always let you off easy. Today isn't a good day for you at all, Top Cat." The cop that Dibble had referred to as Don stepped in front of him. Top Cat could see nothing more than his shoes, only playing by ear. Something about this man was horrifyingly familiar to him; it must be the voice, he assumed, since nobody else sounded that raspy-

By the time he had put two and two together, Don grabbed him roughly by his vest, and lifted him upwards. The force of his grip constricted Top Cat's airflow, reddening his vision, but he could make out that face anywhere-

"And now," Donkirk boomed, his police uniform melting away to reveal his wizard garb, and his gun forming into his own staff, "your day's going to get a whole lot worse."

There was a chime, and then Top Cat felt pain-the likes of which he'd never felt before. It felt as though someone was trying to rip his heart out of his chest. A scream of utter agony tore from his throat. His eyes snapped open to see tendrils of yellow and black light leaving his chest, and heading into Donkirk's staff. He felt his legs shuddering as his strength was being sapped away.

Donkirk chuckled darkly as Top Cat continued to scream in pain, feeling the cat's fear start to wash over him like lava from a volcano. This wasn't how he'd originally planned on drawing out Top Cat's fear, but his comrades were wide awake, and he couldn't resist the urge to torment their leader in front of them. He'd already gathered plenty of emotional energy from them, but Top Cat was the real catch.

After over a minute, the tendrils of black and yellow light disappeared from his captive's chest. Satisfied, Donkirk removed his staff from the cat's face. Top Cat slumped over, breathing raggedly. He heard the horrified, enraged cries from the rest of the Alley Gang, and smiled.

He turned to address the group. "I must say, I am quite impressed with how much energy you all have given me so far. I never realized that you all had some darkness in you. Ah, well, just goes to show that heroes aren't perfect," he said, giving a knowing glance to Top Cat, "human or animal."

Top Cat raised his head weakly to face Donkirk. His eyes were dark with rage. "You...you son of a..."

"I wouldn't finish that sentence if I were you," Donkirk said. "Otherwise, I may change my mind on sparing your friends."

"Don't you touch them, you monster!"

Donkirk chuckled. "We shall see about that," he said.

His eyes then settled on his next target: a lanky human male with curly brown hair and a visor over his eyes. His face was set into a defiant scowl as Donkirk walked over.

"Ah, yes. My other prospective target," he said. "I'm going to enjoy breaking you as much as I did breaking Top Cat...Kevin."

* * *

**Galactic Federation Space Station**

**Central Command Tower**

"This is Captain Lancaster with the Galaxy Goof-Ups, General Bullhorn, sir. Requesting permission to enter."

_"Permission granted," _Bullhorn said gruffly.

Yogi, Scare Bear, Huck and Quack Up all looked at their badges forlornly, realizing that this would be the last time they would ever hold them. It still felt weird being in their civilian clothes, which they hadn't worn in over a few years. They'd had to turn in their uniforms to the Head of Operations, who had given them a fine lecture for their failure.

They looked over at Captain Lancaster, whose hazel eyes seemed to have darkened with anger. The sandy blonde man looked at them, his mouth set into a firm line. "Are you ready?" he said.

"Uh, ready as we'll ever be," Yogi replied, trying to sound as cheerful as possible. The emotion didn't quite meet his eyes.

If Lancaster noticed, he didn't say anything. His head swiveled back around to face the door as it opened, revealing General Bullhorn and the twelve members of the Galactic Federation's Central Command. Yogi gulped, his words from earlier cramming down his throat.

"Galaxy Goof-Ups," Bullhorn boomed, "we don't have all day."

"Y-Yes, sir," Yogi replied. He and the rest of the group stiffly marched to the center of the room, where four large podiums were erected. The rest of the members of the Central Command surrounded them in a semicircle, their looks judgmental.

After waiting for the Goof-Ups to get situated, Bullhorn began with, "Galaxy Goof-Ups, explain to Central Command what you told me over the communications earlier today."

"Everything?" Huck asked.

The patronizing glares he received answered his question. Huck's ears pressed down against his skull. "O-Okay..."

As he did before, Yogi told the Central Command everything that happened during their mission. He could practically feel the disapproving glares the members of Central Command were sending his way. Huck, Scare Bear and Quack-Up confirmed their leader's information, which only served to fuel their disapproval.

After they were finished, one of the members, a woman with curly white hair and red lipstick, rubbed her temples, exasperated. "Well, that just confirms it. We'll have to prepare for war," she said.

"As if we needed to be reminded," another member scoffed. He had short black hair and green eyes that seemed to burn into the Galaxy Goof-Ups' souls. "I assume General Bullhorn has relieved you all of duty?"

"Y-Yes, sir," Scare Bear said. "We already turned in our uniforms before we came. The lady at the front desk told us that we had to hand our badges to you guys."

General Bullhorn motioned for them to come forward. Reluctantly, the four walked up to the general, who held out his hand to receive their badges. They each handed them to him, and he placed them in his pocket.

"You four have a lot to think about during your time on Earth," the woman replied. "You have twenty four hours to collect your things, and afterwards, there is a shuttle waiting for you. Do you have anywhere to go?"

"Well, other than my parent's house in North Carolina, no," Huck said. "I wonder if Ma's still around..."

"You'd better hope she is, because you won't be staying here," Bullhorn snapped. There was no warmth in his voice whatsoever. "You're dismissed. Lancaster, we'd like to have a word with you about our current situation."

"Sir, yes, sir," the four replied sourly, and they soon walked out of the Central Command room. As they were leaving, they couldn't help but hear one of the members saying, "And we counted on them for help?"

As soon as the doors shut behind them, Quack-Up began to sniffle. Yogi, Scare Bear and Huck turned to see the duck blowing his nose on his sleeve.

"Hey, there's no need to cry, Quack-Up," Scare Bear said. "At least you won't have to worry about making Snerdly mad anymore."

"C-c-can't help it," the duck wheezed. "I-I joined the Federation t-to at least make myself useful, t-to prove t-that I wasn't a stupid, hyperactive duck. I-I was just starting to prove everyone wrong, a-and then I screwed up..."

"Quack-Up," Huck started, "it wasn't-"

_"YES IT WAS!" _Quack-Up's angry, sorrowful shout quickly stopped Huck's protest. "Th-This whole mission wouldn't have been a failure if I didn't try to play hero! It's my fault! _I _was the one who should've been sent with that mean old man, not Captain Snerdly!"

"Quack-Up, we _all_ screwed up!" Yogi said.

"Thanks for reminding us for the umpteenth time!" Scare Bear snapped.

"Hey, there's no need to get snappy!" Yogi retorted.

"So sorry if I'm tired of hearing the same thing from twenty different people over and over again! Just drop it already!" Scare Bear yelled.

"Uh, fellers," Huck started, but it did nothing to stop Yogi and Scare Bear, who were already starting to argue.

"Hey, someone has to take responsibility for this whole thing! The whole code of an officer is to take responsibility for a mistake!" Yogi said.

"Oh wow, that's new. The only time you start to take responsibility for a mistake is after you're FIRED!" Scare Bear shouted.

Yogi's nostrils flared with anger. "What was that?!"

"Fellers..." Huck tried again.

"I-I knew I shouldn't have fallen for that trap with the disco club...how could I have been so _stupid_?!" Quack-Up despaired. "Oh, wait, why am I saying that? I _am _stupid!"

"You fell for the same trap, too, Scare Bear! You, Huck and Quack-Up ran into the disco club the moment you saw that girl!" Yogi argued.

"Yeah, and so did you! It's your fault that Snerdly got captured in the first place!" Scare Bear yelled. "If you hadn't dragged him into the disco club, he wouldn't have fallen for that trap!"

"Oh, like you knew it was a trap! We all thought it was a disco club!"

"I had a bad feeling about that place, you know, while we were in there. I was going to suggest that we get out of there!"

"Were you going to mention that before or after Captain Snerdly disappeared?"

In the corner of the room, Quack-Up continued to sob. "I-I'm useless, so useless-"

"QUIET!" Huck screamed, having enough of the arguing. Yogi and Scare Bear, who were nose to nose during their argument, broke away and faced Huck. Quack-Up himself stopped his tirade, his eyes focused on the angry hound.

"Yogi's right, Scare Bear, we did all screw up. And we do need to step up and take responsibility," Huck said. "But right now, there's no point in blaming each other or ourselves for what happened." He turned towards Quack-Up, who hid his head in shame. His gaze softened. "Seriously, fellers, as angry as y'all are...I really, really don't want to see my friends fight each other."

Yogi and Scare Bear went silent at this. Huck was right in that regard; they had nearly come to blows over what had just happened. Huck walked over to Quack-Up and put a paw on his shoulder.

"Now, I reckon we oughta get back to our rooms and clean everything out," he said. "I'd also better call my ma to let her know about what's going on. She'll be happy to see us."

Everyone nodded and, after helping Quack-Up get up from his position, the four made their way towards the lobby.

"Hey, for what it's worth...I'm sorry for snapping at you earlier, Yogi," Scare Bear said. "This whole situation is really getting to me, you know?"

"Yeah, it sure is. And I'm sorry, too. I kind of let my anger get the best of me at that moment," Yogi apologized.

"I'm sorry, too, guys," Quack-Up mumbled, his voice full of sadness, "for everything."

"If only we could show the rest of the Federation how sorry we are," Huck sighed.

* * *

**Hidden Laboratory**

**Undisclosed Location**

"Don't think you'll get away with what you've done to us, Donkirk!" Top Cat's yell followed Donkirk even after the older man had shut the door leading to his laboratory. The old man smiled as he walked back to the control room. The cat could scream his lungs out all he wanted, and it still wouldn't change a thing. He simply couldn't face the fact that he-and the rest of his Federation allies-were dead wrong. He would get away with it, as he had all those years ago.

He made his way to the control room of his new base, which was already hard at work with fresh hands on deck and Rokusaburo and Yutaka overseeing everything. The former had bandages covering his face due to Snerdly's beating, and a rare uncharacteristic frown graced his features. Yutaka, on the other hand, seemed to be just as stonefaced as ever.

Donkirk knew Rokusaburo well enough to know why the man was angry. Only two people had ever easily beaten Rokusaburo-his own clone and Donkirk himself. He hated losing, only accepting a loss if his opponent was able to disarm him; emphasis on "if". He took great pride in his powers and skills as an assassin, and liked to boast about his skills to anybody who would listen. People who were able to go toe to toe with him on a roughly equal power level as his own were the ones he considered worthy opponents.

The fact that he had been kicked around by a human who had no magic or weapons to begin with was a huge blow to his pride. Donkirk had to admit that he was surprised that Snerdly had managed to break his enemy's massive ego, but at the moment he had to make sure that Rokusaburo hadn't killed anybody.

He tended to do that when he was angry.

"Sir," Yutaka said, turning towards his superior. Rokusaburo gave him barely a nod of acknowledgement.

Donkirk chose to ignore Rokusaburo for the time being. "How is everything running, Yutaka?" he asked.

"Everything is running properly, sir. We have more than double the amount of warships, our soldiers are prepared for battle, and so far, we haven't found any Federation spies attempting to find the location of our base," Yutaka reported.

"Excellent. I do have a feeling, however, that that will soon change," Donkirk replied. "The Galactic Federation's Central Command is, if anything, stubbornly persistent. I want you to keep tabs on any ships that come near this sector. We must be ready for the Galactic Federation's attack."

"Yes, sir," Yutaka said.

"Rokusaburo, a moment, please," Donkirk said, motioning to his second in command.

Rokusaburo let out a sigh through his nose, but didn't say anything. He turned towards Donkirk. "Yes, sir?"

"Walk with me, if you would," his boss said.

Rokusaburo did, walking out with the shorter man and falling in step with him. The doors hissed closed as they made their way down the ramp that led to the communications room.

"So...I guess this has to do with what Yutaka-san told you earlier about what had happened earlier after our return," he said finally.

"A little. I will admit that I have been concerned about your behavior for a while now, however much it pains me to admit it."

"I wasn't aware that my behavior was a problem, sir."

Donkirk arched an eyebrow in what Rokusaburo assumed to be surprise. "Aware of it or not, I am still concerned. Your psychotic fits have been occurring much more frequently, and your demeanor hints at something far more disturbing. I would like to know why."

Rokusaburo inhaled through his nostrils and said nothing. Donkirk didn't either, instead allowing him to take his time. He had to be patient with Rokusaburo at times like this.

When they reached the doors of the communications room, Rokusaburo admitted, "I felt as though I was at my weakest when I fought against Kevin."

"You are far from weak, Rokusaburo."

"Really? Then how is it possible that I was beaten by him? A mere human, with no powers in him whatsoever!" Rokusaburo replied. "It's like what happened before, when I fought against his father."

"Ah, yes."

"His death was not as simple as I led Kevin to believe. He actually put up a good fight. A really good one. It took stabbing his shoulder to the wall to get him down," Rokusaburo admitted. "It brought me back to my time with my old master...the man who had no powers whatsoever, but he could beat me into next Tuesday. The man I grew to hate for what he did to me."

"Why are you bringing him up at a time like this?" Donkirk asked.

"Because at times like this, he would force me to become stronger. For all his sick experiments he did on me, he did offer me good advice," Rokusaburo replied. He then scoffed. "Not like I miss him anyway. He's the one responsible for my mind being the way it is. I have you to thank for me not being sent to the psych ward. All things considered..."

"Nonsense. I would never have you institutionalized. When I heard of what had been done to you, I was honestly sickened. And that is something that I rarely say, except to the truely vile ones," Donkirk said.

"Even so..." Rokusaburo prodded, sensing that his master wanted to give him a new warning.

"Even so, I do not want you under that impression; not only does it seriously impair your judgment and your psyche, it also keeps you from performing at your best. These manic fits of slaughter cannot happen again, Rokusaburo. We need every person available to be able to keep a cool head, and that includes you," Donkirk replied. "Even if our prisoners prove to be a bit trying."

Rokusaburo chuckled, a genuine laugh that sent some relief into Donkirk's bones_._ "Thanks, Boss. I kind of needed that," he said. "It's kind of hard for Yutaka-san, too. He's been having flashbacks about...you-know-what." He dropped his voice on the last three words.

Donkirk nodded. "Yes, I do remember that. It appears as though my treatments have stopped working. He had another episode not long before we found the _Vitalization_." He sighed. "If I had an award for every moment I am acting like a mother hen towards you two..."

"Say no more, Boss. We really appreciate what you've done to help us. We'd be in the ward, or in Yutaka-san's case, deader than dead," Rokusaburo said.

"I do appreciate the sentiment, Rokusaburo," Donkirk replied. "After all, I suppose taking in broken souls is the one human part of me that remains."

Rokusaburo turned towards him, seriousness in his eyes. "Is there any way you can possibly-"

"No. I have sold too much to gain the power I have now," Donkirk replied. "If I ever regain any of my humanity...it will surely be the death of me."

The ominous tone in his voice stopped Rokusaburo's next sentence cold. He could briefly see the pain in those half-lidded milky white eyes, as if he truly did regret doing his vile actions. He bit his lip and said, "I understand, sir."

"Good. Now, we must be back to the control room. I fear I may have said too much for sensitive ears," Donkirk said, indicating the people in the communications room. "Besides...we have conquests to make."

* * *

**Earth**

**Ridgecrest, North Carolina**

"Ah, home sweet home!" Huck called aloud as the ramp to the shuttle lowered in front of his house. Yogi, Scare Bear and Quack-Up, who were carrying their things in their arms, made their way down the ramp that lead to the front door of Huck's childhood home. It was a small white house that stretched back, and the backyard was mostly forest; beyond that was one of the few natural lakes that hadn't dried up. Yogi inhaled deeply and various smells of trees, grass and fried chicken wafted through his nose. It reminded him of Jellystone Park.

Huck's mother, who hadn't heard from her son in at least a few years, had been ecstatic when he called her and, like any mother would, asked if he was eating well, if he was comfortable at his job, and if he had a girlfriend. That last one had made Huck redder than his bowtie as he had stammered out an embarrassed negative. He'd then told her about what had happened and why they were coming to her house. Although she was somewhat disappointed, she told him that they could talk over dinner, which she'd have ready by the time they arrived. Huck attempted to stop her, but to no avail.

Yogi had met Huck's mother a few times, and knew that this was a pure case of "like mother, like son": she was just as low-key and amiable as he was, although unlike him, she did have some things that bothered her.

One of those things, as Yogi had learned one day, was her son's inability to hold a job for long. He could only imagine her full reaction when it turned out Huck and his friends had the same problem.

"Mmmm, I can taste that chicken already!" Huck said, licking his lips. Setting the bags down on the porch, he knocked on the door.

"You think she'll be okay with us staying here for a few weeks?" Scare Bear asked.

"Ma won't really mind. Well, she might mind if we don't start lookin' for work. That's the only time she'll get mad," Huck answered.

The doors flew open, and an older female hound with glasses and dark blue hair with grey streaks running through it practically crashed into Huck, almost squeezing the air out of him. Everyone else looked concerned, but Huck simply gasped out, "Howdy, Ma."

"Oh, my little Huckie is home safe and sound!" she cried.

Yogi choked back a laugh. "Huckie?" he asked, looking at his oldest friend.

"Yeah, Ma used to call me that when I was a kid," Huck said as his mother put him down. "She still does."

"And then, your girlfriend will call you that, too," she teased.

For the second time that day, Huck went red in the face. "Ma!" he whined.

"I'm just joshin' with you, Huck. Come on in! Dinner's on the table, and I have spare bedrooms prepared for all of you!" his mother replied. "Although, you really do need to find yourself a nice, pretty girl to settle down with, Huck. I'm not going to wait forever for grandkids!"

"MA!"

Yogi couldn't hold back his laughter, and neither could Scare Bear or Quack-Up.

* * *

**Galactic Federation Space Station**

**Central Command Tower**

"SIR!" The cadet that had talked to Bullhorn earlier burst into the Central Command room, his eyes ablaze with worry. All twelve of the Central Command members turned to stare at him. "You are not going to believe this!"

"What is it now?" Bullhorn snapped, leveling a pointer at the boy. "I'm in the middle of explaining a very important tactic!"

"Sir...this is very important!" the cadet said. "You need to see it!"

Bullhorn looked ready to yell at the boy some more, but the older woman placed her hand out to stop him. "Let the boy speak, Bullhorn. No wonder so many recruits are afraid of your regiment," she chided.

That earned some snickers from the other members. Bullhorn went redder, but he remained silent as the cadet handed him the report.

"This had better be worth my time," he grumbled, his eyes scanning through the report. What he saw, however, made his blood go ice cold in seconds. His hands trembled in shock.

"F-Fritz?" the woman next to him asked, alarmed. "Is something wrong?"

"Read this and tell me what you think this is," he said, handing her the paper. A few of the other members took a look at the sheet of paper, shock slowly coming over their faces.

"Donkirk has some nerve, sending us this!" the man with the short black hair roared, his face red with rage.

"He can't be seriously making a declaration of war against the Federation, can he?" another man asked.

"Knowing that psychopath, he's probably using this as a chance to draw us out. You know he did this before, during the first war," the woman declared.

"I know. We're risking a lot going after him, taking up his challenge. However, it is the only chance that we have at rescuing Top Cat and Snerdly, and to put an end to this cursed regime for good," Bullhorn said.

"...It's a risk we'll have to take. I'm not going to risk the lives of possibly trillions of people," one man replied.

Most of the members in the room gave their murmurs of approval. General Bullhorn looked at the sheet of paper and nodded.

"Prepare the official announcement on the GalacticNet. We're going to put every registered planet on notice," he said. "If it's a war Donkirk wants, it's a war he's gonna get."

* * *

**Donkirk's Hidden Base**

**Undisclosed Location**

"You think they'll take the bait, Yutaka-san?" Rokusaburo asked.

"Think? I know they will," Yutaka replied matter-of-factly. "If they're all as dumb as the Galaxy Goof-Ups, they'll be easy pickings for us."

"Yeah..."

Yutaka looked over at Rokusaburo, who seemed to be staring distractedly out the window. "Are you alright, Roku?" he asked.

"Sorry. Just...got a lot on my mind, you know? Trying to keep my anger in check and what not," Rokusaburo said.

"I see you've had a conversation with the boss."

"Yeah. He seemed really concerned...about both of us, actually."

"How concerned are we talking about?" Yutaka asked.

"As in, he showed us how he used to be before he started using all that black magic concerned," Rokusaburo explained.

"...He must have mentioned my episode from earlier." The response was practically growled.

"It may have popped up," Rokusaburo mentioned. He looked over at his old friend, whose green eyes appeared to be a maelstrom of emotions. "Hey...if the memories of _that_ start popping up again, I'm here to talk if you need it."

"Talking won't solve anything."

"Of course it will!"

"This is coming from the man who simply stabs problems until they're not a problem anymore."

Rokusaburo pouted. "I wish you'd stop bringing this back on me."

"What I'm saying is...nobody would understand what I went through before I met the Boss. They'd write me off as a freak," Yutaka replied. "You and the Boss are the only ones who know the truth, and I'd like it to be kept that way."

"Why won't you let anybody help you?" Rokusaburo demanded.

"Because."

"Because why?"

Yutaka finally looked up at him, and Rokusaburo saw the emotionless look in his eyes fade to reveal the pain he had bottled up for years. "Because the truth could be used against me," he said. "I've had it happen to me once. I'm not letting it happen again."

"Yutaka-san..."

The doors hissed open, and Donkirk strode into the control room, his eyes full of sadistic glee. He had went back to the laboratory to pick up more energy from his prisoners. So far, he had gotten through Top Cat's shell, but Snerdly had proven to be more of a challenge. He was about ten times more defiant than Top Cat, and while Donkirk had managed to steal some of Snerdly's anger and pain, it was his fear and sorrow that he really wanted.

Rokusaburo sighed mentally. _So much for helping the Boss get his humanity back..._

"So, did the Federation receive my decree?" Donkirk asked.

"Yes." Yutaka's reply was instant. "We're waiting for the Galactic Federation to make their announcement some time soon. They usually don't take this long."

"Excellent." Donkirk's smile was monstrous. It was as though his previous conversation with Rokusaburo was nonexistent. "Now all we have to do is lie back and wait for them to come to us. Prepare the fighters and the soldiers. We must prepared for anything that they might throw at us."

Rokusaburo and Yutaka nodded, unease on both of their faces. "Yes, sir!"

**END OF PART 3**

* * *

**I know I said I was going to work on _Sodor Magic Crusaders' _thirteenth chapter_, _but this story wouldn't really leave me alone. I swear, I'm going to finish that chapter and on the second chapter for _Redemption_ for real this time.**

**This chapter was really more about character development than anything else. We get to see the inner workings of Donkirk, Rokusaburo, Yutaka, Quack-Up, Top Cat and General Bullhorn, and what makes them who they are. What's going on with Donkirk and his two henchmen will be explained in due time, possibly in Part 5. Part 4 will feature more of the Goof-Ups and give them more development outside of work, ****Snerdly will make a full appearance next chapter and have a speaking role, and one of the GF's planets actually come under the Phantom Empire's control. **

**Doing the scene where Top Cat got tortured was kind of hard to pull off. I wasn't even going to do it, but Top Cat insisted that his scene be extended. ****Darn you, Top Cat. I wasn't ****sure with where I wanted to go with it, but then I drew some inspiration from the movie (which isn't bad at all, in my opinion), where Top Cat was framed for a crime and his gang abandons him. Of course Donkirk would insert himself in Top Cat's worst nightmare, as he's the first person who kind of unnerved him from the beginning. **

**Reviews are awesome, but constructive criticism is even better. Thanks to Heart of the Demons and Mary Likes Stuff for reviewing so far!**

**God Bless, iheartgod175**


	4. Part IV: These Secrets We Hide

**A/N: **Hey, folks! Thanks for favoriting and reviewing my one-shot for _The Good, the Bad and Huckleberry Hound_! Here's the fourth chapter of _The Return of the Phantom Empire. _I finally got around to seeing the thirteenth chapter of _Sodor Magic Crusaders _complete, as well as the fourth chapter of _The Heroes of Time. _I was going to wait until after _Redemption _was finished to update, but I've worked on this back and forth and I've figured, what the heck. So here it is!

This is more or less another character development chapter for both the heroes and villains, but there is some action in it as well, and there may be traces of Nightmare Fuel. Also, there will be some characters from other H-B series appearing later in the story. Oh, and there will be a lot of Quack-Up. If you don't like him...well, I don't know what to tell you, because you're going to be spending _a lot_ of time of him in this story.

**Disclaimer: **I own nothing of the H-B characters that are used in this story, especially the ones from _The Good, the Bad, and the Huckleberry Hound, _who will be appearing in this chapter. I only own the original characters, ships and weapons.

* * *

**THE RETURN OF THE PHANTOM EMPIRE**

**PART 4: These Secrets We Hide**

**Earth**

**Ridgecrest, North Carolina **

**Huckleberry Hound's Childhood Home**

"Your mother's potluck is very delicious, Huck!" Yogi said before shoveling a huge amount of mashed potatoes in his mouth. Scare Bear, who was eating at a somewhat slower pace than Yogi, stared at the bear in utter disbelief as he piled more food on his already stacked plate.

Huck's mother laughed. "Thank you, boys," she said. "I'm glad you've enjoyed it…or in Yogi's case, enjoying it."

"If you liked dinner, wait until you see what Ma's bringing out for dessert: triple-layer chocolate cake," Huck replied, licking his lips, "my absolute favorite."

"Now there's a woman who's after my own heart!" Yogi teased.

"More like your stomach, Yogi," Huck chuckled.

There was the loud scraping of a chair, and everyone turned to see Quack-Up get down from his chair. His plate still had food on it, most of it barely touched.

"Quack-Up, are you alright?" Yogi asked, turning towards the duck.

Quack-Up flashed Yogi a lopsided grin that, to any outsider, would've been normal. The ex-Goof Ups, however, knew the duck well enough to know that his smile was…slightly off, even by the duck's standards.

"I'm fine, Office-I mean, Yogi. I'm just not that hungry," he said.

"How is that possible? We haven't eaten anything in almost six hours!" Scare Bear said. "My stomach felt like it was going to melt from the inside out!"

"Really guys, I'm fine," Quack-Up assured them. "I'm just…going to take a walk for a little bit."

Yogi and Scare Bear looked ready to question him further, but that was when Huck's mother intervened. "Don't get him worked up, y'all. If he needs some time to himself, let him be," she said.

"Thanks, Mrs. Hound," Quack-Up said, smiling a little easier. With a halfhearted salute, the duck spun around and walked resolutely out to the front porch. The door banged shut behind him.

"Poor Quack-Up…the feller's been mighty upset ever since we left the Space Station," Huck noted, his expression concerned. "He ain't acting like himself."

"Then again, neither are we," Yogi replied. "I can't remember the last time I've been this down in the dumps."

Scare Bear nodded. "At least you guys don't have overachieving parents to come home to. My dad's gonna kill me when he finds out I lost another job…"

"Fellers, we'll find work," Huck said, trying to sound hopeful. "And we'll make a living…somehow."

"Yeah, emphasis on 'somehow'. Have you checked out the employment opportunities, Huck? They're dismal," Scare Bear growled, stabbing at his food. "I, for one, am not going to work as a janitor and clean other peoples' messes for the rest of my life."

"And I, for one, am not going to spend the rest of my life in my Ma's house!" Huck said.

Yogi sighed. "I'm with Scare Bear on this one, Huck. I checked out the job openings. There's nothing good," he replied. He put down his fork. "May I be excused, Mrs. Hound? I think I need a breath of fresh air, too."

That gave Huck pause. He stared at the massive pile of food on Yogi's plate, and then looked up at the bear, his eyes wider than saucers. All his life, he had never known Yogi to hold back at the dinner table, especially when the host had fixed them a feast fit for a king. But when he saw Yogi's eyes, he saw the same sadness and bitterness that Quack-Up had expressed. It almost made him lose his own appetite.

"Can I go out, too?" Scare Bear asked. "I've lost my appetite."

Huck exchanged a glance with his mother, who seemed to be just as worried. However, she quickly replaced it with a gracious smile. "Of course, gentlemen. Just don't stay out too long," she said.

"Thank you, ma'am," both bears said. Before Huck could even protest, they were out the door.

The coonhound sighed, feeling bluer than his own fur. "Well, that went along nicely," he grumbled.

"Huckie, there's nothing to worry about. This has affected everyone," his mother said, "even you."

"Me? Ma, I'm not _that_ affected by what happened," Huck said. "I'll admit, I was shaken too, but…I'm not taking it too hard like the others."

"Huck…"

"Don't worry, Ma. I'm alright," he replied. The smile on his face didn't quite reach his eyes. "I just need to find another job and make sure I don't screw it up."

She sighed, but decided not to prod him any further. "Alright, son. I just want to make sure you're okay. I remember well what happened the last time you lost a job," she replied. She tried her best not to wince at the horrible memories coming to mind.

"That's not gonna happen again, Ma." Huck reached over and kissed her on the cheek. "I promise that I'll keep a cool head if I get fired. Cross my heart."

"Alright, Huckie. I trust you," she said. "You wanna have a slice of cake?"

A real, genuine smile crossed her son's face. "Sure. I'm still kind of hungry anyhow."

* * *

Outside on the porch, Yogi relaxed in one of the large rocking chairs, swatting away any bees that were trying to come near him. His stomach still rumbled, and he had more than enough room for two helpings of food and dessert, but right now, he couldn't bring himself to eat. For once, he had more important things to worry about than his next meal.

One of those things was thinking of ways to get back home.

He'd missed Jellystone Park, Boo-Boo, Cindy (on the occasions she came to visit), and yes, even Ranger Smith. He longed for the good old days, even if those days consisted of skirting the law and stealing other people's food. He wanted to be free to roam about, not be bound by rules.

Most of all, he wanted to be free from a job that never forgot spectacular screw-ups. Sure, he messed up back at Jellystone Park, but those were free from consequences. His job as a Galaxy Guardian? Not so much. And while Yogi did appreciate Huck's optimism, he just didn't see the point in trying to find work, especially when the jobs were crap.

"Hey."

Yogi looked over to his right to see Scare Bear leaning against the wall of the house, lazily toying with a rocking chair to his right. The chair squeaked and creaked every time he pushed it.

"Hey yourself," Yogi replied. "What're you doing, Scare Bear?"

"Eh, I'm bored." The reply was flat. "I've been thinking real hard about a lot of things."

"So have I," Yogi said. "I'm thinking of returning to Jellystone Park. I hope Boo-Boo hasn't left...or maybe he has. It's been over three years, give or take."

"Yeah...I'm thinking of going home, too. Maybe I can return to the H-B Zoo and find a job there," Scare Bear said.

Yogi sat up in his chair, making sure that he'd heard that correctly. "Are you kidding me?!" he asked.

"I'm dead serious, Yogi," Scare Bear replied, and Yogi could tell that he was.

"You told me that you hated living there! You ran away twice when you were, like, thirteen!" Yogi cried. "Why would you want to work there?!"

"Well, do I have anywhere else to go?" Scare Bear retorted. "North Carolina isn't a bad state, but it doesn't have the right jobs for me. The ones that start at minimum wage are just sorry. At least they have a higher pay rate at the H-B Zoo."

"They also have the top spot on every 'Worst Place to Work' list!" Yogi said. "A whole bunch of employees said in their reviews that they treat you like dirt!"

"So? I've been treated like dirt all my life, simply because I was afraid of everything! What's the difference?" Scare Bear snapped.

"The difference is that they can control desperate people, Scare Bear. I don't want you to go to that awful place," Yogi said.

"You sound as if you've personally lived there," Scare Bear said.

Yogi stared at Scare Bear, the same way Snerdly had stared at him. The look of irritation melted away on Scare Bear's face, replaced with shock.

"W-wait a minute…you were actually there?!" he asked.

"No…my good friend Quick Draw was," Yogi said sadly. He took off his hat, wringing it like a napkin. "He lost his job as sheriff in the West as part of deal made by Stinky Dalton."

"Stinky Dalton? I _hate _that guy! He and his no-good brothers deserve to rot in jail!" Scare Bear growled. "What did he do to make Quick Draw lose his job as sheriff?"

"He held Baba Looey hostage, if I'm right. In exchange for his deputy's freedom, Stinky sentenced Quick Draw to work at the H-B Zoo as a gatekeeper."

"What he do while he was there?" Scare Bear asked.

"I don't know, but whatever he had to do, it must've been horrible. Quick Draw always got the shakes when I asked him." Yogi shook his head. "When he escaped that place, he was not the same mustang I knew. He left the country afterwards. I haven't seen or heard from him in years."

Scare Bear was rooted to the spot, his expression sad. "Does that happen to everyone who works there?" he asked quietly.

"Mostly." Yogi unfurled his hat and placed it back on his head. "I've read the reports, Scare Bear. That place is not 'a haven for the forgotten ones' as they advertise. It's a sad, dark, lonely place for people who have no hope," Yogi replied. "The people who grow up there have it worse. They get to see those horrors for themselves." He paused, realizing just what he'd said. "Uh, no offense."

Scare Bear sighed. "None taken," he said. "I didn't really run because of the 'horrors' that they constantly talked about. I've never even seen them. I ran mostly because of my parents." He scoffed upon mentioning them. "They made it clear they didn't want me around. They didn't even come after me the second time I ran away from home."

Yogi growled. "What kind of parents doesn't care about their kids?"

Scare Bear didn't answer that question. A quiet, hushed voice did. "Mine didn't."

Yogi turned to find Quack-Up sitting on the ground, curled up into a small, orange and white ball. He had found the duck in the backyard, pulling at the grass about ten minutes ago. He guessed Quack-Up had gotten bored and had wanted to talk to someone. His eyes were sad as he glared at the wooden porch.

"Quack-Up, are you okay?" Yogi asked.

"What do you think? We were just talking about the freaking H-B Zoo; of course he's not okay!" Scare Bear replied.

The second he said that, the saddened expression on Quack-Up's face was replaced by utter rage. He jumped up from his position on the floor and marched straight over to Scare Bear, who backed away in terror. The duck's face had gone beet red.

"Never," he hissed, pointing a feathered finger at his teammate, "_ever _mention that place to me again. You got that? _Never._"

Yogi jumped up then, placing both paws on the duck's shoulders. "H-Hey, Quack-Up, no need to get so riled up-"

"I have every right to get riled up!" Quack-Up yelled, pulling away from Yogi. His gaze was locked onto Scare Bear like a homing missile. "It's bad enough for a normal person. But for someone with a mental condition…it's a nightmare!"

Yogi and Scare Bear exchanged quick glances at each other, both of them utterly shocked at what was coming out of the duck's beak. It was common knowledge within the Galactic Guardians that Quack-Up was the mentally unstable one. Snerdly had accurately described his mind as the wind: carefree and harmless one minute, furious and destructive the next. Quack-Up did have his moments of brilliance, but everyone knew him to be the stupidest member in a group with three other idiots.

Yogi got the feeling that Quack-Up was currently on his "furious and destructive" phase right now.

"Y-You grew up in that heckhole?" Scare Bear asked, looking ready to run like the devil was on his heels.

"Of course I did! Why else would I be this way?!" Quack-Up said. His voice was no longer high-pitched and silly; his voice had deepened drastically in response to his rage, sounding more like a throaty growl. It was a contrast that was starting to scare Yogi as well. "You don't know what it's like, to have those horrible people tell you that you're worthless, that you'll never be anything, that you're a joke of a son to your parents for having a mental condition…" He paused in order to take a deep breath, as he had been speaking extremely fast. "You think being a coward in that place was bad, Scare Bear? Well, let me tell you something! You got off easy, Scare Bear! You got off _easy._"

Scare Bear was speechless at this. With his mouth opening and closing, he was doing a good impression of a fish.

"What's the matter?" Quack-Up sneered. "Duck got your tongue?"

"Q-Quack-Up," Yogi started, "I think you need to calm down…"

"Shut up, Yogi!" Quack-Up screamed. His voice was going hoarse from yelling, but he didn't care. "I don't need you, or Scare Bear, or Huck, or his mom, or anybody to tell me what to do! _Just leave me alone_!" With that, he tore down the steps of the front porch with a roar of utter rage, sending birds shrieking into the sky.

"QUACK-UP!" both bears yelled.

The front door slammed open with such force it left a dent in the wall. Huck and his mother rushed out onto the porch, the latter with a shotgun at the ready.

"What in the Sam Hill happened out here?" Huck asked.

"Was it intruders?" his mother questioned, looking ready to shoot at a moment's notice.

"No, Mrs. Hound," Yogi replied as calmly as he could, eying the shotgun worriedly. "It was Quack-Up."

"Quack-Up? I thought the little feller was getting some fresh air," Huck asked.

"Well, he was…then I had to shoot my big mouth off and mention the H-B Zoo," Scare Bear muttered sadly.

"You mentioned _what_?!" Huck's mother yelled. When she finally got her mouth working, all she could do was sputter. "Y-You mentioned that awful place to Quack-Up?!"

"Yeah, and he kind of had a meltdown," Scare Bear admitted.

"He had a doggone right to!" Mrs. Hound looked enraged, and for a frightful moment, everyone thought she was going to turn her shotgun on Scare Bear. "People are never the same when they come from there!"

"He lived there, Mrs. Hound. It was worse."

Huck sighed, rubbing his head. _I had a feeling this was going to happen,_he thought. He turned to his mother. "You can put the shotgun down, Ma. I'll go look for Quack-Up and bring him back," he said.

"Be careful, Huck," his mother warned. "I don't want you to get hurt out there."

"I will, Ma," he said. He turned towards Scare Bear and Yogi. "I'll be back soon, fellers."

Huck soon took off, running in the direction that Quack-Up had gone. Yogi turned to Scare Bear. "Do you think that Quack-Up be okay?" he asked.

"I don't know," Scare Bear said, shaking his head. He looked spent from the fight. "I honestly don't know."

* * *

**Donkirk's Hidden Base**

**Laboratory**

The horrific scream that tore from Top Cat's throat would haunt Snerdly for eternity. Top Cat, emotionally-controlled, stubborn, smug Top Cat, was screaming in mortal agony. He didn't have to look up to see the rest of his gang twitch with fear at seeing their leader undergo such torture. Fancy-Fancy and Choo-Choo were desperately trying to twist their way out of the binds that held them in place, but with no luck of getting out. Spook and Brain stared at the sight with barely-restrained horror, the latter's sleepy eyed expression gone from his face.

Benny's expression was what startled Snerdly the most. The smallest member of the group looked more like a kitten than ever, his eyes large with fear and his legs shaking uncontrollably. The lightning dancing across his face made his tears shine even brighter in the dark room.

_Donkirk must've found out that Benny and Top Cat were close friends, _Snerdly thought. He snarled in anger. _If that's the case, then he's even sicker than I thought, torturing Top Cat like this in front of his gang..._

Top Cat hit the floor with a slump, wheezing weakly and struggling to bring himself to a sitting position. Donkirk stood in front of him, watching him with the same half-lidded gaze that he gave to everyone. He turned towards his gang, facing Benny in particular.

"Well, now that I have finished gathering what I need from your leader," he started, "I do believe I'll be working on you next, Benny."

Benny practically shrank into a small ball in fear. Fancy-Fancy glared daggers at the old man, who gave him a look as cold as ice.

"You can do whatever you want to me, but you're not going to lay a finger on Benny!" he said.

"And what makes you think you, or your leader, will be able to stop me?" Donkirk asked calmly. "You're defenseless, weakened by the experiments that I've performed on you. All I have to do is snap my fingers, and you will be dead instantly. Do you really want to try my patience, Fancy-Fancy?"

"Uh, I-I think we should just let him do whatever he wants," someone piped up from the back.

Snerdly turned to face the speaker, a small brown burro who looked close to death. His brown fur was lined with all sorts of cuts that were leaking blood, and it was also singed in several places. His sombrero lay at the floor, a scrap of yellow cloth that was torn and burnt in many places.

"Are you crazy?!" he asked.

"All my life, people have told me to never forget that they do the thinking," the burro said. "Sometimes, I figure, that's for the best. Saying what's on your mind can get you killed...or in my case, captured and tortured."

Snerdly stared at the burro in shock, his eyes lighting up with recognition. But before he could say anything, Donkirk stepped over to him.

"Ah, yes. You are quite right, my little friend. If only Top Cat and the others could learn from your experiences, Baba Looey."

"I'm no friend of yours!" Baba Looey glared at Donkirk, his eyes hard. "After what your people did to Senor Queeks Straw, the last thing I want is to be associated with you!"

Donkirk laughed. "Your friend Quick Draw was quite the well-meaning one, but his mental defenses were nowhere near where I wanted them. It didn't take me long to get the energy I needed from him. Afterwards, I left him in the care of my associates at my old base," he said. "I did hear that he escaped, but I doubt he is the same now."

"Nobody's the same after people like you deal with them!" Snerdly yelled. The older man turned to face him. "I can't believe it...you had a pocket of associates on Earth, and nobody even knew!"

"Your Federation is blind when it comes to noticing things right in front of them, Kevin," Donkirk replied. "Did it ever occur to you how Stinky Dalton and his brothers ever got to run an entire base when they should be in jail?"

Snerdly growled angrily. "You mean to tell me that you set up that whole fiasco in Two-Bit, just so you could have even more people to torture?"

"In case you're wondering, my associates were left with explicit orders to do just that until they could amass enough energy to open the dimension that I was sealed away in. After I was freed from the dimension, we had to gather what remained of our ships on the other side of the galaxy, which were still operational." Donkirk scoffed. "You fools. You became so overconfident in your victory that you never considered destroying your enemy's warships. Ah, well, it just goes to show-"

The doors to the laboratory burst open, revealing a bloodstained officer in a black and yellow jacket. His brown hair was matted with what appeared to be brain matter, and his left eye was as black as his jacket.

Everyone looked shocked at this, but nobody moreso than Donkirk, surprisingly, who moved faster than anybody his age should have been able to. He went straight over to the officer, his staff sparking with electricity.

"Officer! What is the meaning of this?!" he thundered.

The man gasped for air as though he was a fish with no water. "I-It was...it was Commander Yu-"

A green dagger, jagged like a lightning bolt, screamed through the doors and burst through the officer's chest. A fresh spray of blood covered Donkirk's garb, and the wizard stared in utter shock as the man sunk to the floor, his mouth forever frozen in a silent scream.

Baba Looey screamed in terror, while the rest of Top Cat's crew stared at the sight before them. Manic footsteps and even more screams, followed by hollow booms, resounded through the hallway.

Donkirk remained frozen for a long time, his eyes wider than saucers. A weak cough from behind him brought him back to reality.

"I think you need to check that out, Donkirk." Top Cat's voice, while hoarse from the screaming, was filled with his trademark smugness. Donkirk turned to glare at the feline, who was now in a half-sitting position, resting his head in his paw. Were it not for the singed fur, the bags under his eyes and his tattered clothes, one would have assumed he was still as cool as can be. His smile was maddening.

"Do not think that you have an opportunity to escape," Donkirk said coolly. "I shall return to-"

His sentence was suddenly cut off when a bolt of lightning the size of the Empire State Building crashed through the roof of the ceiling, aiming directly for the center of the room. Everyone screamed as the attack seared the ground and sent chunks of debris flying everywhere. Donkirk waved his staff, dispelling the remains of the spell with his immense power.

Nobody could be prepared for what happened next. Yutaka rushed in the room, Raijin covered with green lightning and held high over his head. His normally lax expression was gone, replaced with that of a rabid animal. The contrast was so profound, Donkirk himself looked slightly cowed by what he was seeing. Yutaka, his normally deadpan, emotionless and irritable subordinate, was crazed with rage and screaming like a banshee through the base, going on a killing spree-

_"This...this is all your fault! I'll never let you get away with hurting me like this! NEVER!" _

Donkirk barely raised his staff in time. Raijin crashed onto his staff with the force of a train, almost shattering what remained of his bones. With relentless fury, he brought the sword down on the staff over and over again, screaming in utter rage as he did so. Donkirk ground his teeth together as Yutaka knocked him flat on his back and ground his foot in his stomach, pinning him down.

"Yutaka...get a hold of yourself," he said.

"Don't try to talk your way out of this one! You know what you did! _You know what you did_!" Yutaka roared. He raised Raijin high over his head, prepared to stab his master right through the chest. His gaze was murderous.

Donkirk rolled away from the man just as the sword plunged into the ground, sending more chunks of steel flying into the air and hitting some of his prisoners. He leaped up to his feet, and casually sidestepped a large bolt of green lightning that barely brushed the side of his head. There was hollow boom as the bolt crashed into the wall.

"Stay still so I can kill you, Genzo!" Yutaka roared.

Top Cat looked shocked at this. Turning to Donkirk, he asked, "Genzo? What kind of name is that?"

Donkirk sighed. He ignored Top Cat and turned towards his subordinate. "Just as I suspected," he murmured "It seems you have had yet another episode, Yutaka. I suppose my talk with Rokusaburo triggered that."

Yutaka ran towards Donkirk, his mouth ripped open in rage and a banshee-like howl escaping his throat: _"DIE, YOU TRAITOR!" _

Donkirk waited until Yutaka was within five feet of him. He then slammed his staff onto the ground, sending tendrils of purple electricity through the floor. Yutaka's eyes went wide, and he stared at the ground as the bolts raced towards him. He had no time to move before the waves slammed into him with the force of a train. The power of the volts coursing through him made Yutaka scream in utter agony. Purple lightning danced across the room, some bolts hitting Snerdly and Top Cat's crew.

After a few seconds, Donkirk waved his staff, an action that removed the lightning from his covert operations officer. The man fell to the floor, Raijin clattering beside him. Smoke wafted from his jacket and his hair.

"Yutaka," Donkirk asked, taking a few steps forwards, "can you hear me?"

There was a long moment of silence. For a few fearful seconds, he thought he'd killed Yutaka, given how unresponsive the man was.

Finally, his voice, duller than an overused knife, reached his ears. "Yes, sir," he said finally.

Donkirk sighed with relief. Mentally of course. "Are you in your right state of mind now?" he asked.

Yutaka nodded, grimacing as a stray spark danced across his neck.

"Good. I would have hated for you to kill any more of our crewmembers, or the prisoners," Donkirk said. He paused before adding, "I would have hated to have killed you if you did not answer me."

Footsteps sounded not long afterwards. Rokusaburo burst into the room, worry exploding all over his face. His leather jacket was torn in various spots, as well as his dark blue shirt.

"Boss! Is Yutaka-san alright?!" he asked.

"Do not fear, Rokusaburo. I have managed to get through to him by means of some force," he said. He looked down at the covert operations officer, who attempted to bring himself to his feet. "Yutaka, let Rokusaburo take you back to your quarters. I put a lot of power into that attack, which will weaken your ability to stand."

"I...I can stand on my own, Boss," Yutaka replied.

"This is not up for debate, Yutaka. That is a direct order from your superior," he said. "Leave now, and return to your quarters."

Yutaka looked at the ground dejectedly. His green eyes were filled with a whirlwind of emotions, anger and sorrow foremost.

"Yes, sir."

Donkirk turned towards Rokusaburo, who was having a stare down with Snerdly. He could feel the chill of Rokusaburo's ice magic start to fill the room, and heard the faint hissing and clicking of Silver Claw's metal claws extending.

"Rokusaburo," he started coolly, "need I remind you that your comrade is in need of assistance?"

Rokusaburo turned his fierce glare towards his master, and everyone in the room braced themselves for another possible brawl. However, he relaxed his posture and retracted his metal claws. He jogged over to Yutaka, who weakly raised an arm in order to slip it over Rokusaburo's shoulder. With a grunt, Rokusaburo managed to pull him to his feet.

"Are you coming with us, Boss?" Rokusaburo asked.

"Yes. I will see to Yutaka after you bring him to his quarters," he said. "You, in the meantime, have another important task at hand."

"What about the prisoners?" Rokusaburo asked, glaring at Snerdly.

"They won't be going anywhere anytime soon," Donkirk replied. "Besides, they have given me enough energy to go through with this mission."

"What mission?" Snerdly demanded. "What are you planning, you sick monster?!"

Donkirk's smile was savage as he turned towards the captain. "Wouldn't you like to know?" he answered. He turned towards Rokusaburo. "Rokusaburo, if you please."

"Right, Boss." With that, the three walked out of the room, stepping over the dead officer and hurriedly making their way down the hallway. The doors hissed shut behind them.

"That was...quite interesting," Snerdly noted. "I didn't expect Yutaka of all people to go crazy."

"Then again, he was working for that kook for goodness knows how long," Top Cat growled. "I'm surprised that he didn't snap already."

"Still, what was up with him calling Donkirk 'Genzo'? Was that his real name or something?" Fancy-Fancy asked.

"Yeah, and, like, why was he trying to kill him?" Spook added.

"I wish I knew," Snerdly replied. "But he's probably not the first who wanted to kill Donkirk." He scoffed. "I can't believe him. Acting as though he cares about his own crew when he doesn't give a crap about any of the people he's hurt over the years..."

"I don't really want to think much about that, Snerdly," Top Cat said tiredly. "It's going to take me forever to get the image of a crazy Taki out of my head."

"His name's Yutaka, Don Gato," Baba Looey corrected.

"Yeah, whatever."

Benny looked at his leader with a worried expression. "Are you alright, T.C.?" he asked.

"Ugh...not really. What Donkirk put me through made my head and my chest hurt like crazy," Top Cat replied. "What about you guys?"

"Not much better, T.C.," Choo-Choo said sadly. "We tried to stop him from torturing you, but then he lit us up like matchsticks for talking back."

"Yeah. My whole body still burns from all the electrocution," Fancy-Fancy said.

Top Cat's face hardened. "I swear, the moment I get out of here, I'm going to make sure that he feels the same pain that we all felt, only a thousand times worse," he growled.

Snerdly nodded. "I agree. He deserves a double dose of that for what he did to Quick Draw and Baba Looey," he replied. He looked over at the little burro, who was hanging his head in sorrow. "Don't worry, Baba Looey. We'll think of a way to get out of here."

Baba Looey looked up, his expression a mixture of hope and sorrow. "I hope you come up with something soon. Because at the moment, I don't know how much longer we'll last in here..."

* * *

_Some time later...  
_

Rokusaburo shook his head as he took a look at his old friend inside his quarters. Yutaka, instead of heading straight to bed, was curled up into a ball in the corner of the room. It was the first time in his life he had ever seen Yutaka look so defeated. When he had pulled him into the room, he didn't so much as answer Donkirk's questions; he simply told them, in the most weak voice to ever come from his throat, to leave him alone. Nothing Rokusaburo did could snap him out of his depression.

He looked over at Donkirk, who, to his credit, looked as concerned as Rokusaburo felt. The old man's features were contorted into a small frown as he looked at his covert operations officer sulking in the corner in the room.

"So, what do we do now, Boss?" Rokusaburo asked. "We can't continue the mission without Yutaka-san."

"Technically, we can do this without him. However, out of the three of us, Yutaka is best suited for negotiations. He was the one who wished to take over Raxus 4 with little to no bloodshed as possible," Donkirk replied. "And given how the Galactic Federation is planning on reacting, I cannot blame him. More bloodshed would only give them more resolve to destroy us...as well as our other holdouts." He shook his head and sighed. "Although I would like nothing more than to return to my former days as a warlord, I promised Yutaka that I would heed his request."

Rokusaburo nodded, then looked at Yutaka. Were it not for the soft shuddering of his body due to his quiet sobs, one would have sworn he was a statue. "Are we holding off on the mission for now?"

Donkirk sighed through his nose. "I suppose I will have to," he said. "If anything, I uphold my word. But I do not want another incident like this happening again. The last thing I need is to have more crewmembers murdered."

With a wave of his cape, he made his way towards the control deck. Rokusaburo made to follow him, but paused only to look at Yutaka, who was sobbing a little louder now that his boss had left. He cringed as he remembered the exact moment Yutaka snapped, mostly because it was his fault.

**X**

_"Now, I will leave you two to oversee everything," Donkirk said._

_"Where are you going, Boss?" Rokusaburo asked._

_"To gather some more energy from our prisoners," his boss replied. "We will need some more for our invasion...if things come to that." He then turned to Yutaka, who was still stonefaced. "I trust that you will do well with the negotiations?"_

_"Yes, sir," he said. "I will not fail you."_

_"Good. I know I can count on you," he said. He turned towards the door, and answered back without looking at them. "This shouldn't take too long."_

_The moment Donkirk left the room, Rokusaburo turned towards his old friend, not missing the pain that slid back onto his face. The man was like a machine, having a switch to turn off his emotions to the rest of the world. He'd been like that for a long time, ever since Rokusaburo had known him at least...he'd never cry over anything._

_So what had brought about the change now, when they were planning to rebuild what the Federation had destroyed?_

_"Yutaka-sa-"_

_"Shut up, Roku." Yutaka's voice was a growl as he walked down the ramp leading to the command deck. "I don't want to talk about **it **anymore."_

_"Look, Yutaka-san, I know you've had a couple of...triggers that unleashed those bad memories," Rokusaburo said, "but I just want to know why you look so...stricken."_

_"Stricken?!" Yutaka's pupils were now dagger-wound-like slits as he whipped around to glare at Rokusaburo, his hand at the hilt of Raijin. "I'm not stricken by anything!" _

_"Yes, you are. Something about this mission is bothering you. I'm no psychiatrist, but I can read emotions just as well as the Boss can. Your past is the reason you're having another mo having another moment of-"_

_"Alright, part of my past is the reason, okay?! Are you happy now?!" Yutaka's right arm trembled slightly, but he managed to calm down long enough to pull out Raijin. "If you have anybody to blame, blame Genzo! Genzo is the reason I'm this way, why I can't show the slightest amount of emotions! I'm going to find him the second we take over this planet, and kill him! He won't get away with how he killed my family, destroyed the one thing that was important to me, and doing those cruel experiments on me!"_

_With a roar of utter rage, Yutaka turned towards several of the crewmembers and swung his sword. Rokusaburo stared in horror as their heads were sent flying, blood painting the wall. Yutaka didn't stop there, however. He turned towards the other hands on deck, who were starting to run in horror. He ran up to any crewmember that still stood and stabbed them in the gut or slashed them across the chest, ignoring their cries for mercy. Disturbingly enough, he began to laugh as he continued to slaughter them. _

_One of the crewmembers, a small man in a black and yellow jacket, barely missed the edge of Raijin's blade, which slashed another crewmember across the side of his head. Blood rained all over his clothes and hair. He stared at the fallen officer on the floor and then up at Yutaka, who stared back with a psychopathic smile. _

_"GO! GET THE BOSS!" Rokusaburo yelled, his tone frantic. "Hurry, before he kills us all!" _

_The man needed no second bidding. He ran for his life, screaming. Yutaka turned towards him, his smile disappearing to reveal an look of untamed fury. Raijin blazed to life in his hands, green lightning covering the blade. _

_"Just as I thought...Genzo is here, in this very base," he said. "I should have been more alert...he's gotten stronger since I last saw him."_

_"Yutaka-san...G-Genzo's not here!" _

_"Yes, he is! And that man who just ran off...he's allied with him! I know he is! He's gone back to go get that traitor so he can kill me?!"_

_"YUTAKA-SAN!"_

_Yutaka swung his sword, and a broad, crescent shaped arc of green lightning came flying at Rokusaburo. Rokusaburo attempted to shield the blow, but his reaction was too slow, and the lightning bolt crashed into him, sending him flying into the control deck. Pain exploded through him, tearing a scream from his throat. He flipped head over heels, crashing to the floor._

_With an insane laugh, Yutaka ran out of the room, hoping to catch the man Rokusaburo had sent to get Donkirk. "I'll kill you and your traitorous master, you little...!"_

_The rest of Yutaka's expletive was cut off by the door shutting. Rokusaburo groaned, his head throbbing with pain. _

_"Yu..taka...san..."_

_That was all he said before he fell unconscious._

**_X_**

_I never meant to make Yutaka-san snap like that. All I wanted to do was to be a good friend, and help, _Rokusaburo thought, his eyes never leaving the other man's sobbing form. _But now I fear that I've made things even worse..._

"Rokusaburo, are you coming or not?" Donkirk's voice boomed from the other side of the hall.

Rokusaburo jumped, and out of the corner of his eyes, he saw Yutaka turning to look at him. The green in his eyes had darkened, the anger and sorrow still apparent in them. Without a word, he turned back around, burying his head into his knees.

"Yeah, Boss, I'm coming," Rokusaburo said. He took one last look at Yutaka. "I hope you can forgive me, Yutaka-san."

With that, he turned and left, not wanting the other man to hear the choked sob that came from his throat.

* * *

**Earth**

**Ridgecrest, North Carolina **

Deep in the forest, scratchy sobs filled the air. Curled up against the back of a tree, Quack-Up continued to cry, his chest burning with every sob that escaped his throat. All the anger, sorrow, and pain that he had bottled up for years was all coming out in an utterly heartbreaking series of sobs. He tried to calm himself down, but then more memories would come flooding in like a burst dam and the sobs would start all over again.

_Stupid Scare Bear! Why did you have to make me relive my childhood? _He thought angrily to himself.

"Quack-Up! Where the heck are you?" someone yelled.

Quack-Up weakly raised his head, sniffling heavily. He didn't want anybody to find him. Not now, not ever. He buried his head in between his knees again, willing whoever was calling him to just go away.

There were a few more footsteps, some of which crackled the leaves on the ground. Then the voice called, "Quack-Up, I know these woods like the back of my hand! I'll find you sooner or later!"

Now that the voice was closer, Quack-Up could hear the voice much clearer. Nobody else he knew had a drawl that thick. "H-H-Huck?" he gasped out weakly.

There was a pause, and then footsteps filled Quack-Up's ears moments later. He looked up to see Huckleberry Hound running towards him, his expression worried.

"Quack-Up, thank goodness I found you!" he said.

"Go away, Huck," Quack-Up groaned, averting his eyes from the hound.

Huck's eyebrows knitted to form a small frown. "I ain't going anywhere until I bring you back home," he said.

A lightning bolt snapped in Quack-Up's eyes. He jumped up, standing straight as a rod, his anger from earlier returning in a flash. Huck stumbled backwards, startled by the duck's reaction. "Home…HOME?!" he shouted. "I'm not going back to that heckhole, ever again! You can't make me go home!"

"Quack-"

"You can't make me go! And you won't!" Quack-Up said angrily. "I'm not going back to the place that caused me so much pain!"

Huck started to say more, but that was when he realized just what he'd said. For Quack-Up, the horrible place known as H-B Zoo _was_ home. He hadn't heard much of his friends' fight, but he had heard of the H-B Zoo, and knew from stories about how horrible it was. He knew from dealing with Quick Draw how horrible it was. The thought of his old friend dampened his mood.

_It must've been beyond awful for Quack-Up,_ he thought. _Maybe if I mentioned something else, I can get him to calm down._

"Don't worry, Quack-Up. I ain't gonna send you home," Huck said finally.

"How do I know that? You're probably lying to me just like everyone else did!" Quack-Up snapped.

"Quack-Up, I wouldn't lie to you. You're one of my friends, and I'd stick with you till the end," Huck answered, his voice calm. "Don't you trust ol' Huck?"

Quack-Up relaxed ever so slightly, though he still looked angry. Slowly, he nodded.

"Then you know me well enough to know I won't make you do anything you don't like," he said. "Besides, I'm not taking you to _your_ home. I'm taking you to my house, with all our other friends."

"You and Yogi, right?" Quack-Up asked quietly.

"Yep, me and Yogi, and Scare Bear, too," he said.

"Scare Bear's no friend of mine," Quack-Up growled. "I'm not talking to him until he promises to never mention home again."

Huck nodded. "Alright, Quack-Up. I'll make sure to tell him that," he said. "Now, will you please come back with me to my house?"

"One more question." Quack-Up looked straight into Huck's eyes, and Huck was startled to see the sadness in them. "Is Melody there?" he asked, his voice like a child.

"Melody?" the hound asked, confused.

Quack-Up looked down at his flippers in embarrassment. "She's my best friend. I haven't seen her since I left home. She's the only one who gets me, who actually cared," he said. "Is she there, too? You said all of our other friends were at your house!"

The hopeful look in the duck's eye made Huck consider lying for a second, if only to see the duck go back to his normal self. But he couldn't bring himself to. The duck had already had a meltdown at the mere mention of the H-B Zoo; he didn't need to have another one over a lie, no matter how well-intentioned it was.

"I'm sorry, Quack-Up," he said, "but she's not at my house."

It practically killed him inside when he saw the hope die in Quack-Up's eyes. The duck stared at the ground, a small sniffle escaping his bill. "Oh…"

"B-But don't worry. I can see if I can find her for you," Huck said quickly. "It's been a long time since you've seen her, right?"

Quack-Up nodded again. "I haven't seen her since I graduated from the academy," he said, "which was almost three years ago."

"Golly, that is a long time," he said. "I'll still look for her, okay, old friend? There's got to be a chance that she's still around, right?"

"Yeah…" Quack-Up looked up at Huck, a small smile on his bill. "Thanks, Huck. I knew I could count on you to help me out."

Huck smiled back, mentally relieved that he got through to his friend. "No need to thank me, Quack-Up," he said. He stood up, outstretching a paw towards Quack-Up. "Come on. Let's head on back to my house."

Quack-Up wordlessly nodded, and followed the coonhound as he led him out of the forest. Huck looked over at his feathered friend and sighed. Seeing him like this reminded him of what had happened hours before, when the duck had reduced himself to a sobbing wreck, blaming himself for their disaster of a mission. This moment though, made his breakdown at the Central Command tower seem like a hissy fit. And now because of that breakdown, everyone's friendships were utterly fragmented.

_I really hope the Galactic Federation manages to put a stop to this soon, _he thought.

* * *

**Galactic Federation Space Station  
**

**Central Command Center**

"Some help those Goof-Ups turned out to be, huh?" Reginald said.

"I'd appreciate it if we don't bring them back up," General Bullhorn grumbled, slapping work papers onto the table.

"Sorry, sir. I was just mentioning to the other members that this whole war wouldn't have started if they were-"

"Officer," Bullhorn interrupted, facing the man with a severe glare, "have you made your point already?"

Reginald paused, flushing slightly. Then he said, in a forced tone, "Yes sir, I have." He sighed. "It's just...after all you've done for them, getting them into the Galaxy Guardians even when they failed their exams, this is how they repay you? It's just wrong!"

"I did that out of pity for them," Bullhorn growled. "They were desperate to make something out of themselves, as they had found no success back home. Perhaps that wasn't the best idea."

_You think? _Reginald thought, but didn't dare say it out loud.

"I just hope Snerdly's safe," the older woman said.

"I know; Snerdly's one of our best," Reginald answered. "If anything, he should be able to break out of that heckhole, and find a way to put those horrible people away for good."

"I'd kill them, if I were him," one of the members piped up from the other side of the room. He brushed a few strands of his loose black hair out of his face, and turned to face Bullhorn. His blue eyes were hard as stone. "After we capture Donkirk and his subordinates, we are going to kill them, right?"

"I haven't decided on that yet," Bullhorn replied, "but I am leaning heavily on that choice."

"Are you actually thinking about _sparing _them? After all the crimes they've committed?"

"Of course not! But you know how some people are," Bullhorn said. "They always tried to give the worst of the criminals the more merciful option. Already, I've gotten several people who said that the Phantom Empire's subordinates shouldn't be all that evil."

Reginald scoffed. "We went with the most merciful option back then, which was to seal Donkirk away in another dimension and drive his remnants to the other side of the galaxy. And as you can see, that's come to bite us back hard," he growled. "I say we do the most sensible thing and show them that we mean business. We need to send that announcement, now."

"You _still _haven't sent that announcement, Fritz?" the older woman asked.

"With all the military preparations we've been making, I haven't had a moment to do that, Edith," Bullhorn replied. "However, I won't waste the time to do that now. Billions of people need to know just what is going on."

He turned towards Reginald, who stood at attention. "Get the feeds ready. I want this message playing in every state, every city, and every town. We have no time to waste."

* * *

**Earth**

**Ridgecrest, North Carolina**

**Huckleberry Hound's Childhood Home**

Yogi was outside on the porch, toying with several chess pieces impatiently. It had been over thirty minutes since Quack-Up's breakdown, and Huck still hadn't come back from his search in the woods. The hound did have a good eye, but Quack-Up had a tendency to hide away in really tight spaces when he was really afraid or didn't want to talk to anybody. He should know; during their days at the Academy, the small duck had hidden away in the smallest corner of the basement in order to hide away from bullies. It had taken over an hour to find him, and it had taken a little longer to convince him to come out of hiding, as he had started blubbering about how he was going to get killed.

He was used to having to talk Quack-Up through his sad and fearful moods, but he had no real experience when it came down to his anger. Huck was the best when it came to mediating the group, but the duck was highly unpredictable. He didn't know how he would react to Huck, or how Huck would be able to talk to him.

He was nearly ready to give up when he saw Huck and Quack-Up come out of the woods. He jumped up from his chair and raced towards them, noticing how down both of them looked. Huck in particular struck him hard, as though he were carrying a heavy burden.

"There you are! I've been worried about you guys for nearly an hour!" Yogi said.

"Sorry, Yogi," Quack-Up said sadly. "I won't do it again. I promise."

"Alright, Quack-Up, I trust you," Yogi said. "And I'm sorry for bringing up that horrible place."

Quack-Up tensed slightly at the mention of that name. He attempted to hide his unease with a shaky smile. "That's okay, Yogi. You didn't do anything wrong." His smile disappeared in a flash. "It's Scare Bear's fault for mentioning that place."

Yogi made to say something about that, but Huck intervened, placing a paw on the duck's shoulder. "How about you and me have the rest of Ma's cake as a treat, Quack?" he offered. "There are a few slices left, I think."

Quack-Up nodded happily for the first time in hours. "Yeah! I'd like that!" he piped up, and before Huck could stop him, the duck raced past Yogi and ran through the front door.

Yogi turned from the front of the house to Huck. "What happened back there?" he asked.

Huck's small smile disappeared to reveal a concerned frown. "Well, when I mentioned that he could come back home, he thought I was talking about the H-B Zoo, which made him really angry. I had to tell him, very slowly, that I was talking about my house, and that he could come back with all of our friends. He's still mad at Scare Bear, but he was starting to calm down," he explained. "And then he told me somethin' else..."

"Which is?"

"He asked if there was a 'Melody' there. She was apparently his only friend growing up. He hasn't seen her in years, and he wanted to know if she was there. And for a moment...for a moment, Yogi, he looked so hopeful that I considered actually lying to the little feller, just so he could be his normal self again," Huck admitted, somewhat embarrassed. "But I couldn't do it. I just couldn't. So I told him that I was going to see if I could contact her. That was the only way I could make him come back. Now, I've got a promise to keep to him...but I have my own private doubts about it. I mean, most people don't live long in that place. I think she may be gone. I don't want to tell Quack that, but...oh, what am I gonna do now?" Huck sighed, his ears folding flat against his head.

Yogi placed an arm around his blue friend. "Huck, if that place didn't kill Quick Draw, then I'm sure that Quack-Up's friend is still out there," he said. It still hurt him inside to mention Quick Draw's name, but he had to give the hound some hope, something that would keep him from giving up on his promise.

"You really believe that, Yogi?" Huck asked.

"Well, I can't say for sure. I should say there's a pretty good chance that she's alive," Yogi said.

"I just don't want to disappoint Quack-Up, that's all," Huck answered. "I've spent a long time being a disappointment to people, Yogi, especially my friends."

"Don't say that, Huck! You're not a disappointment to me," Yogi said. "You're my best friend, and you never failed at giving me good advice before. I can't even remember the last time you let me down!"

A small smile formed on Huck's lips. "Thanks for cheering me up, Yogi," he said. "I guess I was overthinking things a little bit, given what that place is..."

"I know. But I bet you Quick Draw would be happy to know that we rescued somebody from that horrible place," Yogi said.

Huck nodded. "He definitely would, Yogi," he answered.

The door to the front porch banged open, and Scare Bear ran out of the front door, his eyes wild with shock.

"What's going on, Scare Bear?" Yogi asked.

"You guys need to come and look at this on the news! The Galactic Federation's sent out an announcement to every news station in every state, country and town!" Scare Bear explained breathlessly.

"It's probably how they're going to deal with the Phantom Empire!" Huck said.

"We'd better go in and find out what's going on!" Yogi cried, and he and Huck raced up the stairs leading to the front porch, almost sending Scare Bear into the railing.

Inside, Huck's mother and Quack-Up were already in front of the television, watching with wide eyes as General Bullhorn continued his speech. Out of habit, Yogi and Huck stood at attention as the general was talking. A disgruntled Scare Bear marched in a few seconds later, watching the news by the door with his arms folded across his chest.

_"The remnants of the Phantom Empire have returned, and with each passing moment, they are growing stronger, amassing their forces and preparing for an attack against this government that we have worked so hard to build. I cannot stress enough how important it is that we prepare for war now. Currently, we have well-known members of the Federation in their hands, and we failed to rescue them. Rescuing them is one of our top priorities, but priority one is preparing for a military defense should the Imperial Remnants make their way to Earth. As of this message, members of the Galactic Federation are currently preparing shelters for many in case the situation gets dangerous. Rest assured, we will attack the Phantom Empire with everything we have, and if they refuse to surrender, we **will **resort to force and make our intentions clear to Donkirk: we will not stop until they are defeated. For the safety of all life in the Galactic Federation...we will wage war."_

The finality in his voice silenced any and all doubts in the ex-Goof Ups' minds. They had thought that the Federation was going to simply negotiate with the Empire, and then send a task force to rescue Top Cat and the others. They had done it a few times before, when a few worlds had seceded from the Federation or had caused some other crisis that almost caused the galaxy to go to war. The fact that they were going to go straight to war told them that the Federation was done talking nice; they were going to crush the Phantom Empire by any means necessary.

Huck summed up Yogi's, Scare Bear's and Quack-Up's thoughts in one sentence.

"Bullhorn was right; this _is _gonna be worse than the first war."

* * *

**Donkirk's Hidden Base**

**Command Bridge**

"So that's their plan, then." Donkirk leaned back in his chair as the holographic message went off, his milky white eyes layered with mild surprise.

Rokusaburo stood next to him, his hand on the back of the chair. "I suppose so. I had a feeling they weren't going to respond peacefully to our declaration of war," he said. "According to the data, nearly every planet that's been registered in the Galactic Federation has received this message. By now, they must be preparing for war."

"Of course they would be. But I'm not going to go after their planets just yet," Donkirk explained. "I'm aiming at worlds that have either seceded from the Federation, or are weak in terms of military strength. Raxus 4 is a world that fits into the latter category. They just destroyed most of their arms in an effort to show peace. The are in the middle of a brutal civil war, if I am correct, so they will be too preoccupied to deal with us."

"I just hope Yutaka-san pulls it together before we start our campaign," Rokusaburo said.

Donkirk nodded, his eyes showing a tinge of sadness. "As do I, Rokusaburo," he answered. "As do I. By now, I trust that his judgement is clearer so he can begin his mission. And if things go according to plan, we shall have the galaxy eating out of our hands in about three and a half years."

Rokusaburo nodded. "Should I go and check on him? Make sure he's okay?"

"Very well, Rokusaburo. Just do not probe him too much. I don't want another incident like that happening like that again," he said.

"Yes, sir," Rokusaburo answered. With that, he turned and made his way through the doors, almost running to the man's room.

Donkirk sighed. So far, he'd had to keep his second-in-command from going on a killing spree, only for his covert operations officer to go on one right before they started the mission. Contrary to what Snerdly said, he did care about his own crew, especially his personal subordinates. His prisoners were mostly there for providing him with the one thing he needed, which was energy, and as for the rest of galaxy, he could really care less about their opinions of him. If they wanted to join him, they were free to. If they wanted to fight against him, then he wouldn't hesitate to wipe them out.

His care for his personal subordinates and those who were close to him was, as he told Rokusaburo, a fragment of what remained of his humanity. He wouldn't dare tell Snerdly or Top Cat that, as they could use this against him, or even worse, attempt to turn him over to their side. That possibility was moot; he'd spent ten years trapped in an alternate dimension, not being able to do anything but remain frozen in place while all sorts of torture was inflicted on him. The torture he forced that infuriating cat to endure was child's play compared to what he'd been through.

He hadn't spent ten years waiting to be released only to abandon his cause, his allies, and his plans for revenge in order to join his enemy's side. One way or another, he was going to prove everyone, whether they wanted him to or not, that he would not stop in his quest for revenge.

With a grunt of conviction, he got out of his chair and made his way resolutely towards Yutaka's quarters, not giving a word of acknowledgement to his other crewmembers on his way out.

**END OF PART 4**

* * *

**I know, I know. I keep holding off the battle between the Galactic Federation and the Phantom Empire. But with everything else going on, I decided to save the space battle until Part 5, where Yutaka feels more ready to take on the mission. Part 5 will be exclusively about the first battle between the Galactic Federation and the Phantom Empire, with the Goof-Ups mostly appearing at the end.**

**This chapter is called "These Secrets We Hide" for a good reason; there are secrets not only for the bad guys, but for the good guys as well. Quack-Up has the most traumatic past out of the Goof-Ups, with his mental condition and his way of dealing with it. Out of the group, Yogi's the only one trying to keep a positive attitude, as even Huck's becoming a little discouraged. Hopefully on Earth, they'll be able to work out their problems as a team and fix this mess that they've made...which is looking to become a huge one. **

**Quick Draw and Baba Looey came in the story kind of on a whim after I saw _The Good, the Bad and Huckleberry Hound._ They're mostly there to show that Donkirk's vileness didn't stop there when he was banished, and that the Galactic Federation screwed up in making sure that their enemy was destroyed. Poor Quick Draw was mostly used as a battery by Donkirk, underwent some pretty cruel stuff when he worked at the H-B Zoo (which is Donkirk's other base on Earth), and left, while the Dalton Brothers sold Baba Looey over to Donkirk in order to take his energy. There may be some other characters appearing as well; in the beginning of Part 5, I may have Officer Dibble make an appearance.**

**Reviews are great, but constructive criticism is even better. Thanks to all who have favorited and reviewed, and be sure to check it out on dA, where I've posted part of this story! **

**God bless, iheartgod175**


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